Mercury General Corp 10-Q for FY2026 Q2
Mercury General Corp (MCY)
10-Q
2026-08-04
For: 2026-06-30
View Original
Added on
August 04, 2026
About this 10-Q
Mercury General Corp filed this 10-Q on August 4, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.68B
- up 13.8% from $1.48B a year earlier
- Net income
- $263.5M
- up 58.3% from net income of $166.47M a year earlier
- Diluted EPS
- $4.76
- up 58.1% from $3.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 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 No. 001-12257
______________________________
(Exact name of registrant as specified in its charter)
________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (323 ) 937-1060
_______________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| New York Stock Exchange Texas | ||||||||
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 the Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At July 30, 2026, the registrant had issued and outstanding an aggregate of 55,388,627 shares of its Common Stock.
MERCURY GENERAL CORPORATION
INDEX TO FORM 10-Q
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2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MERCURY GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Investments, at fair value: | |||||||||||
Fixed maturity securities (amortized cost $ | $ | $ | |||||||||
Equity securities (cost $ | |||||||||||
Short-term investments (cost $ | |||||||||||
| Total investments | |||||||||||
| Cash | |||||||||||
| Receivables: | |||||||||||
| Premiums | |||||||||||
| Allowance for credit losses on premiums receivable | ( | ( | |||||||||
| Premiums receivable, net of allowance for credit losses | |||||||||||
| Accrued investment income | |||||||||||
| Other | |||||||||||
| Total receivables | |||||||||||
Reinsurance recoverables (net of allowance for credit losses $ | |||||||||||
| Deferred policy acquisition costs | |||||||||||
Fixed assets (net of accumulated depreciation $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred income taxes | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Loss and loss adjustment expense reserves | $ | $ | |||||||||
| Unearned premiums | |||||||||||
| Notes payable | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Operating lease liabilities | |||||||||||
| Current income taxes | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ equity: | |||||||||||
Common stock without par value or stated value: Authorized | |||||||||||
| Retained earnings | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
See accompanying Notes to Consolidated Financial Statements.
3
MERCURY GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Net premiums earned | $ | $ | $ | $ | |||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Net realized investment gains | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Losses and loss adjustment expenses | |||||||||||||||||||||||
| Policy acquisition costs | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Interest | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
4
MERCURY GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Common stock, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Common stock, end of period | |||||||||||||||||||||||
| Retained earnings, beginning of period | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Dividends paid to shareholders | ( | ( | ( | ( | |||||||||||||||||||
| Retained earnings, end of period | |||||||||||||||||||||||
| Total shareholders’ equity, end of period | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
5
MERCURY GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Net realized investment gains | ( | ( | |||||||||
| Net gains on sales of fixed assets | ( | ||||||||||
| Increase in premiums receivable | ( | ( | |||||||||
| Decrease (increase) in reinsurance recoverables | ( | ||||||||||
| Changes in current and deferred income taxes | ( | ||||||||||
| Increase in deferred policy acquisition costs | ( | ( | |||||||||
| Increase in loss and loss adjustment expense reserves | |||||||||||
| Increase in unearned premiums | |||||||||||
| (Decrease) increase in accounts payable and accrued expenses | ( | ||||||||||
| Other, net | |||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Fixed maturity securities available for sale in nature: | |||||||||||
| Purchases | ( | ( | |||||||||
| Sales | |||||||||||
| Calls or maturities | |||||||||||
| Equity securities available for sale in nature: | |||||||||||
| Purchases | ( | ( | |||||||||
| Sales | |||||||||||
| Changes in securities payable and receivable | |||||||||||
| (Increase) decrease in short-term investments | ( | ||||||||||
| Purchases of fixed assets | ( | ( | |||||||||
| Sales of fixed assets | |||||||||||
| Other, net | |||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Dividends paid to shareholders | ( | ( | |||||||||
| Net proceeds from issuance of senior notes | |||||||||||
| Payments on finance lease obligations | ( | ( | |||||||||
| Paydown of principal on credit facility | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase in cash | |||||||||||
| Cash: | |||||||||||
| Beginning of the year | |||||||||||
| End of period | $ | $ | |||||||||
| SUPPLEMENTAL CASH FLOW DISCLOSURE | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid (refunded), net | |||||||||||
| U.S. federal | ( | ||||||||||
| U.S. state and local | |||||||||||
| California | |||||||||||
| Other | |||||||||||
| Foreign | |||||||||||
| Total income taxes paid (refunded), net | $ | $ | ( | ||||||||
See accompanying Notes to Consolidated Financial Statements.
6
MERCURY GENERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. General
Consolidation and Basis of Presentation
The interim consolidated financial statements include the accounts of Mercury General Corporation and its subsidiaries (referred to herein collectively as the “Company”). For the list of the Company’s subsidiaries, see Note 1. Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. These interim financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which differ in some respects from those filed in reports to insurance regulatory authorities. The financial data of the Company included herein are unaudited. In the opinion of management, all material adjustments of a normal recurring nature have been made to present fairly the Company’s financial position at June 30, 2026 and the results of operations and cash flows for the periods presented. All intercompany transactions and balances have been eliminated.
Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted from the accompanying interim consolidated financial statements and related notes. Readers are urged to review the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for more complete descriptions and discussions. Operating results and cash flows for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
Certain prior period amounts have been reclassified to conform to the current period presentation.
Use of Estimates
Earnings (Loss) per Share
Dividends per Share
The Company declared and paid a dividend per share of $0.3175 0.6350
Deferred Policy Acquisition Costs
Deferred policy acquisition costs consist of commissions paid to outside agents, premium taxes, salaries, and certain other underwriting costs that are incremental or directly related to the successful acquisition of new and renewal insurance contracts and are amortized over the life of the related policy in proportion to premiums earned. Deferred policy acquisition costs are limited to the amount that will remain after deducting from unearned premiums and anticipated investment income, the estimated losses and loss adjustment expenses, and the servicing costs that will be incurred as premiums are earned. The Company’s deferred policy acquisition costs are further limited by excluding those costs not directly related to the successful acquisition of insurance contracts. Deferred policy acquisition cost amortization was $250.3 million and $227.9 million for the three months ended June 30, 2026 and 2025, respectively, and $490.8 million and $456.6 million for the six months ended June 30, 2026 and 2025, respectively. The Company does not defer advertising expenditures but expenses them as incurred. The Company recorded net advertising expense of approximately $10.4 million and $7.4 million for the three months ended June 30, 2026 and 2025, respectively, and $26.4 million and $12.9 million for the six months ended June 30, 2026 and 2025, respectively.
7
Reinsurance
Unearned premiums and loss and loss adjustment expense reserves are stated in the accompanying consolidated financial statements before deductions for ceded reinsurance. Unearned premiums and loss and loss adjustment expense reserves that are ceded to reinsurers are carried in other assets and reinsurance recoverables, respectively, in the Company's consolidated balance sheets. Earned premiums and losses and loss adjustment expenses are stated net of deductions for ceded reinsurance.
The Company is the assuming reinsurer under a Catastrophe Portfolio Participation Reinsurance Contract (the "Contract") effective through December 31, 2028. The Company reimburses up to $30 million in losses for a proportional share of a portfolio of catastrophe losses under the Contract, to the extent the actual loss ratio exceeds the threshold loss ratio of 73.5 %. If the actual loss ratio is less than the threshold loss ratio, the Company is eligible to receive a certain portion of the underwriting profit.
The Company is the assuming reinsurer under a Property Quota Share Reinsurance Contract ("Quota Share Contract") effective through December 31, 2026 and reimburses up to approximately $60 million in annual losses for a proportional share of losses based on the premiums ceded to the Company under the Quota Share Contract.
The Company is the assuming reinsurer under a Catastrophe Quota Share Reinsurance Agreement ("Quota Share Agreement") effective through December 31, 2026. The Company reimburses up to approximately $12 million in annual losses for a proportional share of losses based on the premiums ceded to the Company under the Quota Share Agreement.
The Company is the ceding party to a Catastrophe Reinsurance Treaty (the "Treaty") covering a wide range of perils that is effective through June 30, 2027. The Treaty ending June 30, 2027 provides $2,790 million of coverage on a per occurrence basis after covered catastrophe losses exceed the $200 million Company retention limit. The Treaty ending June 30, 2027 specifically excludes coverage for any Florida business and for California earthquake losses on fixed property policies, such as homeowners, but does cover losses from fires following an earthquake. The Treaty ending June 30, 2027 provides for one full reinstatement of coverage limits with certain exceptions.
The effect of reinsurance on property and casualty premiums written and earned was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Premiums Written | |||||||||||||||||||||||
| Direct | $ | $ | $ | $ | |||||||||||||||||||
| Ceded | ( | ( | ( | ( | |||||||||||||||||||
| Assumed | ( | ( | |||||||||||||||||||||
| Net | $ | $ | $ | $ | |||||||||||||||||||
| Premiums Earned | |||||||||||||||||||||||
| Direct | $ | $ | $ | $ | |||||||||||||||||||
| Ceded | ( | ( | ( | ( | |||||||||||||||||||
| Assumed | |||||||||||||||||||||||
| Net | $ | $ | $ | $ | |||||||||||||||||||
The Company recognized ceded premiums earned of approximately $62.6 million and $54.4 million for the three months ended June 30, 2026 and 2025, respectively, and $125.2 million and $161.1 million for the six months ended June 30, 2026 and 2025, respectively, which are included in net premiums earned in its consolidated statements of operations. The Company recognized ceded losses and loss adjustment expenses of approximately $0.7 million and $0.4 million for the three months ended June 30, 2026 and 2025, respectively, and $0.4 million and $1,292.9 million for the six months ended June 30, 2026 and 2025, respectively, which are included in losses and loss adjustment expenses in its consolidated statements of operations. The large ceded losses and loss adjustment expenses for the six months ended June 30, 2025 is due to the Palisades and Eaton wildfires that occurred in the first quarter of 2025.
The Company's insurance subsidiaries, as primary insurers, are required to pay losses to the extent reinsurers are unable to discharge their obligations under the reinsurance agreements.
8
Revenue from Contracts with Customers (Topic 606)
The Company's revenue from contracts with customers is commission income earned from third-party insurers by its 100% owned insurance agencies, which amounted to approximately $7.5 million and $6.8 million, with related expenses of $4.2 million and $3.6 million, for the three months ended June 30, 2026 and 2025, respectively, and $15.9 million and $13.9 million, with related expenses of $8.6 million and $7.2 million, for the six months ended June 30, 2026 and 2025, respectively. All of the commission income, net of related expenses, is included in other revenues in the Company's consolidated statements of operations, and in other income of the Property and Casualty business segment in the Company's segment reporting (see Note 13. Segment Information).
Allowance for Credit Losses
Financial Instruments - Credit Losses (Topic 326) uses the "expected loss" methodology for recognizing credit losses for financial assets that are not accounted for at fair value through net income. The Company's investment portfolio, excluding accrued investment income, was not affected by Topic 326 as it applies the fair value option to all of its investments. The estimated allowance amounts for credit losses at June 30, 2026 primarily related to premiums receivable and reinsurance recoverables. In developing an estimate of expected credit losses, the Company elected the practical expedient provided in Topic 326 to assume that current conditions as of the balance sheet date do not change for the remaining life of premiums receivable and reinsurance recoverables.
Premiums Receivable
The majority of the Company's premiums receivable are short-term in nature and are due within a year, consistent with the policy term of its insurance policies sold. Generally, premiums are collected prior to providing risk coverage, minimizing the Company's exposure to credit risk. In estimating an allowance for uncollectible premiums receivable, the Company assesses customer balances and write-offs by state, line of business, and the year the premiums were written. The estimated allowance is based on historical write-off percentages adjusted for the effects of current trends and reasonable and supportable forecasts, as well as expected recoveries of amounts written off.
The following table presents a summary of changes in allowance for credit losses on premiums receivable:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (Amounts in thousands) | ||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||||||||
| Provision during the period for expected credit losses | ||||||||||||||||||||||||||
| Write-off amounts during the period | ( | ( | ( | ( | ||||||||||||||||||||||
| Recoveries during the period of amounts previously written off | ||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||
Reinsurance Recoverables
Reinsurance recoverables are balances due to the Company from its reinsurers for paid and unpaid losses and loss adjustment expenses. Generally, the Company uses a default analysis to estimate uncollectible reinsurance recoverables. The primary components of the default analysis are reinsurance recoverable balances by reinsurer, net of collateral and any liabilities held by the Company subject to a right of offset, and future default factors used to estimate the probability that the reinsurer may be unable to meet its future obligations in full. The determination of the future default factor is based on a historical default factor published by a major rating agency applicable to the particular financial strength rating class. Based on its past experience with major catastrophes, the Company made the assumption that the majority of the reinsurance recoverable balances on unpaid losses outstanding at June 30, 2026 will be billed and collected or written off over the course of the next five years, and that the outstanding reinsurance recoverable balances on paid losses will be collected or written off within a year.
9
The following table presents a summary of changes in allowance for credit losses on reinsurance recoverables:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (Amounts in thousands) | ||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||||||||
| Provision during the period for expected credit losses | ( | ( | ( | |||||||||||||||||||||||
| Write-off amounts during the period | ||||||||||||||||||||||||||
| Recoveries during the period of amounts previously written off | ||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||
The allowance for credit losses on reinsurance recoverables for the three and six months ended June 30, 2025 is largely related to losses ceded associated with the Palisades and Eaton wildfires that occurred in the first quarter of 2025.
Accrued Interest Receivables
2. Recently Issued Accounting Standards
In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Targeted Improvements to the Accounting for Internal-Use Software." ASU 2025-06 is intended to improve the operability of Subtopic 350-40 by removing all references to software development project stages so that the guidance is neutral to different software development methods. An entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. Furthermore, ASU 2025-06 supersedes the website development costs guidance and incorporates the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40. ASU 2025-06 is effective for annual and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Disaggregation of Income Statement Expenses." ASU 2024-03 is intended to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. Although the amendments in ASU 2024-03 do not change or remove current expense disclosure requirements, they affect where this information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is evaluating the presentational effect that ASU 2024-03 will have on its notes to consolidated financial statements.
3. Financial Instruments
Financial instruments recorded in the consolidated balance sheets include investments, notes receivable, other receivables, options sold, accounts payable, and unsecured notes payable. Due to their short-term maturities, the carrying values of other receivables and accounts payable approximate their fair values. All investments are carried at fair value in the consolidated balance sheets.
10
The following table presents the fair values of financial instruments:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Amounts in thousands) | |||||||||||
| Assets | |||||||||||
| Investments | $ | $ | |||||||||
| Note receivable | |||||||||||
| Liabilities | |||||||||||
| Options sold | |||||||||||
| Notes payable | |||||||||||
Investments
Interest and dividend income on investment holdings are recognized on an accrual basis at each measurement date and are included in net investment income in the Company’s consolidated statements of operations. The cost of investments sold is determined on a first-in and first-out method and realized gains and losses are included in net realized investment gains or losses in the Company's consolidated statements of operations.
In the normal course of investing activities, the Company either forms or enters into relationships with variable interest entities ("VIEs"). A VIE is an entity that either has investors that lack certain essential characteristics of a controlling financial interest, such as simple majority kick-out rights, or lacks sufficient funds to finance its own activities without financial support provided by other entities. The Company performs ongoing qualitative assessments of the VIEs to determine whether the Company has a controlling financial interest in the VIE and therefore is the primary beneficiary. The Company is deemed to have a controlling financial interest when it has both the ability to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the Company's assessment, if it determines it is the primary beneficiary, the Company consolidates the VIE in its consolidated financial statements.
From time to time, the Company forms special purpose investment vehicles to facilitate its investment activities involving derivative instruments such as total return swaps, or limited partnerships such as private equity funds. These special purpose investment vehicles are consolidated VIEs as the Company has determined it is the primary beneficiary of such VIEs. Creditors have no recourse against the Company in the event of default by these VIEs. The Company had no implied or unfunded commitments to these VIEs at June 30, 2026 and December 31, 2025. The Company's financial or other support provided to these VIEs and its loss exposure are limited to its collateral and original investment.
The Company invests, directly or indirectly through its consolidated VIEs, in limited partnerships or limited liability companies such as private equity funds. These investments are non-consolidated VIEs as the Company has determined it is not the primary beneficiary of such VIEs. The Company's maximum exposure to loss with respect to these VIEs is limited to the total carrying value that is included in equity securities in the Company's consolidated balance sheets. At June 30, 2026 and December 31, 2025, the Company had approximately $16 million and $4 million, respectively, in unfunded commitments to these VIEs.
Notes Receivable
In September 2024, the Company completed the sale of an office building located in Brea, California for a total sale price of $31.5 million. $21.4 million of the total sale price was received in the form of a promissory note. The note receivable was secured by the property sold, and bore interest at an annual rate of 7.0 %. The term of the note receivable was four years and interest was paid in quarterly installments. The Company received the full principal payment of the note receivable and accrued interest in September 2025.
In March 2023, the Company completed the sale of an office building located in Clearwater, Florida, for a total sale price of approximately $19.6 million. $9.8 million of the total sale price was received in the form of a promissory note. The note receivable is secured by the property sold, and bears interest at an annual rate of 7.0 %. The term of the note receivable is four years and interest is paid in monthly installments.
Interest earned on the notes receivable is recognized in other revenues in the Company's consolidated statements of operations. The Company elected to apply the fair value option to the notes receivable at the time they were first recognized. The fair values of the notes receivable are included in other assets in the Company's consolidated balance sheets, while the
11
changes in fair value of the notes receivable are included in net realized investment gains or losses in the Company's consolidated statements of operations.
Options Sold
The Company writes covered call options through listed and over-the-counter exchanges. When the Company writes an option, an amount equal to the premium received by the Company is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Company as realized gains from investments on the expiration date. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Company has realized a gain or loss. The Company, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. Liabilities for covered call options are included in other liabilities in the Company's consolidated balance sheets.
Notes Payable
At June 30, 2026, the Company had $900 million of unsecured notes and $50 million drawn under the unsecured credit facility. The $900 million of unsecured notes consisted of $525 million of unsecured notes issued on June 12, 2026 and maturing on June 15, 2036, and $375 million of unsecured notes that were redeemed on July 13, 2026. At December 31, 2025, the Company had $375 million of unsecured notes and $200 million drawn under the unsecured credit facility. The fair values of the Company’s unsecured notes and amounts drawn under the unsecured credit facility at June 30, 2026 and December 31, 2025 were obtained from a third-party pricing service. See Note 11. Notes Payable for additional information.
For additional disclosures regarding methods and assumptions used in estimating fair values, see Note 5. Fair Value Measurements.
4. Fair Value Option
The Company applies the fair value option to all fixed maturity and equity investment securities, short-term investments, and notes receivable. The primary reasons for electing the fair value option were simplification and cost-benefit considerations as well as the expansion of the use of fair value measurement by the Company consistent with the long-term measurement objectives of the FASB for accounting for financial instruments.
Gains or losses due to changes in fair value of such financial instruments measured at fair value are included in net realized investment gains or losses in the Company’s consolidated statements of operations.
The following table presents gains (losses) recognized due to changes in fair value of such financial instruments :
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Fixed maturity securities | $ | $ | ( | $ | $ | ||||||||||||||||||
| Equity securities | ( | ||||||||||||||||||||||
| Short-term investments | ( | ( | ( | ||||||||||||||||||||
| Total investment gains | $ | $ | $ | $ | |||||||||||||||||||
| Notes receivable | ( | ( | |||||||||||||||||||||
| Total gains | $ | $ | $ | $ | |||||||||||||||||||
5. Fair Value Measurements
The Company employs a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value of a financial instrument is the amount 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 using the exit price. Accordingly, when market observable data are not readily available, the Company’s own assumptions are used to reflect those that market participants would be presumed to use in pricing the asset or liability at the measurement date.
12
Assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the level of judgment associated with inputs used to measure their fair values and the level of market price observability, as follows:
| Level 1 | Unadjusted quoted prices are available in active markets for identical assets or liabilities as of the reporting date. | ||||
| Level 2 | Pricing inputs are other than quoted prices in active markets, which are based on the following: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in non-active markets; or • Either directly or indirectly observable inputs as of the reporting date. | ||||
| Level 3 | Pricing inputs are unobservable and significant to the overall fair value measurement, and the determination of fair value requires significant management judgment or estimation. | ||||
In certain cases, 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. Thus, a Level 3 fair value measurement may include inputs that are observable (Level 1 or Level 2) and unobservable (Level 3). The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.
The Company uses prices and inputs that are current as of the measurement date, including during periods of market disruption. In periods of market disruption, the ability to observe prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2, or from Level 2 to Level 3. The Company recognizes transfers between levels at either the actual date of the event or a change in circumstances that caused the transfer.
Summary of Significant Valuation Techniques for Financial Assets and Financial Liabilities
The Company’s fair value measurements are based on the market approach, which utilizes market transaction data for the same or similar instruments. The Company obtained unadjusted fair values on 98.6 % of its investment portfolio at fair value from an independent pricing service at June 30, 2026.
Level 1 measurements - Fair values of financial assets and financial liabilities are obtained from an independent pricing service, and are based on unadjusted quoted prices for identical assets or liabilities in active markets. Additional pricing services and closing exchange values are used as a comparison to ensure that reasonable fair values are used in pricing the investment portfolio.
U.S. government bonds/Short-term bonds: Valued using unadjusted quoted market prices for identical assets in active markets.
Common stock: Comprised of actively traded, exchange listed U.S. and international equity securities and valued based on unadjusted quoted prices for identical assets in active markets.
Money market instruments: Valued based on unadjusted quoted prices for identical assets in active markets.
Options sold: Comprised of free-standing exchange listed derivatives that are actively traded and valued based on unadjusted quoted prices for identical instruments in active markets.
Level 2 measurements - Fair values of financial assets and financial liabilities are obtained from an independent pricing service or outside brokers, and are based on prices for similar assets or liabilities in active markets or valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability. Additional pricing services are used as a comparison to ensure reliable fair values are used in pricing the investment portfolio.
Municipal securities: Valued based on models or matrices using inputs such as quoted prices for identical or similar assets in active markets.
Mortgage-backed securities: Comprised of securities that are collateralized by residential and commercial mortgage loans valued based on models or matrices using multiple observable inputs, such as benchmark yields, reported trades and broker/dealer quotes, for identical or similar assets in active markets. The Company had holdings of $15.9 million and $11.2 million at fair value in commercial mortgage-backed securities at June 30, 2026 and December 31, 2025, respectively.
Corporate securities/Short-term bonds: Valued based on a multi-dimensional model using multiple observable inputs, such as benchmark yields, reported trades, broker/dealer quotes and issue spreads, for identical or similar assets in active markets.
13
Non-redeemable preferred stock: Valued based on observable inputs, such as underlying and common stock of same issuer and appropriate spread over a comparable U.S. Treasury security, for identical or similar assets in active markets.
Collateralized loan obligations ("CLOs"): Valued based on underlying debt instruments and the appropriate benchmark spread for similar assets in active markets.
Other asset-backed securities: Comprised of securities that are collateralized by non-mortgage assets, such as automobile loans, valued based on models or matrices using multiple observable inputs, such as benchmark yields, reported trades and broker/dealer quotes, for identical or similar assets in active markets.
Notes receivable: Valued based on observable inputs, such as benchmark yields, and considering any premium or discount for the differential between the stated interest rate and market interest rates, based on quoted market prices of similar instruments.
Level 3 measurements - Fair values of financial assets and financial liabilities are based on inputs that are both unobservable and significant to the overall fair value measurement, including any items in which the evaluated prices obtained elsewhere are deemed to be of a distressed trading level.
Private equity investment: Private equity investment, excluding private equity funds measured at net asset value ("NAV"), is valued considering purchase price, estimates of liquidation value, the existence of restrictions on transferability of the securities, prices received in recent significant private placements of securities of the same issuer, prices of securities of comparable companies engaged in similar businesses, and changes in the financial condition and prospects of the issuer.
Fair value measurement using NAV practical expedient - The fair value of the Company's investment in private equity funds measured at NAV is determined using NAV as advised by the external fund managers and the third party administrators. The NAV of the Company's limited partnership or limited liability company interest in such a fund is based on the manager's and the administrator's valuation of the underlying holdings in accordance with the fund's governing documents and GAAP. In accordance with applicable accounting guidance, private equity funds measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. At June 30, 2026, the Company had capital invested in five such funds: the strategy of four such funds with a combined fair value of approximately $86.0 million at June 30, 2026 is to provide current income to investors by investing mainly in secured loans, CLOs or CLO issuers (including CLO equity and CLO mezzanine tranches), and equity interests in vehicles established to purchase and warehouse loans; the strategy of the other such fund with a fair value of approximately $8.2 million at June 30, 2026 is to achieve long-term capital appreciation through privately-negotiated venture capital investments in seed- and early-stage portfolio companies with technology-enabled business models. The Company had approximately $16 million in unfunded commitments at June 30, 2026 with respect to the private equity funds measured at NAV. The underlying assets of the funds are expected to be liquidated over the period of approximately one year to six years from June 30, 2026. In addition, the Company does not have the ability to redeem or withdraw from the funds, or to sell, assign, pledge or transfer its investment, without the consent from the General Partner or Managers of the funds. The Company will receive distributions based on the liquidation of the underlying assets and the interest proceeds from the underlying assets for all the funds.
The Company’s financial instruments at fair value are reflected in the consolidated balance sheets on a trade-date basis. Related unrealized gains or losses are recognized in net realized investment gains or losses in the consolidated statements of operations. Fair value measurements are not adjusted for transaction costs.
14
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values:
| June 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||
| U.S. government bonds | $ | $ | $ | $ | |||||||||||||||||||
| Municipal securities | |||||||||||||||||||||||
| Mortgage-backed securities | |||||||||||||||||||||||
| Corporate securities | |||||||||||||||||||||||
| Collateralized loan obligations | |||||||||||||||||||||||
| Other asset-backed securities | |||||||||||||||||||||||
| Total fixed maturity securities | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||
| Non-redeemable preferred stock | |||||||||||||||||||||||
| Private equity investment | |||||||||||||||||||||||
Private equity funds measured at net asset value (1) | |||||||||||||||||||||||
| Total equity securities | |||||||||||||||||||||||
| Short-term investments: | |||||||||||||||||||||||
| Short-term bonds | |||||||||||||||||||||||
| Money market instruments | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total short-term investments | |||||||||||||||||||||||
| Other assets: | |||||||||||||||||||||||
| Note receivable | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Other liabilities: | |||||||||||||||||||||||
| Options sold | $ | $ | $ | $ | |||||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | |||||||||||||||||||
15
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||
| U.S. government bonds | $ | $ | $ | $ | |||||||||||||||||||
| Municipal securities | |||||||||||||||||||||||
| Mortgage-backed securities | |||||||||||||||||||||||
| Corporate securities | |||||||||||||||||||||||
| Collateralized loan obligations | |||||||||||||||||||||||
| Other asset-backed securities | |||||||||||||||||||||||
| Total fixed maturity securities | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||
| Non-redeemable preferred stock | |||||||||||||||||||||||
Private equity funds measured at net asset value (1) | |||||||||||||||||||||||
| Total equity securities | |||||||||||||||||||||||
| Short-term investments: | |||||||||||||||||||||||
| Short-term bonds | |||||||||||||||||||||||
| Money market instruments | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total short-term investments | |||||||||||||||||||||||
| Other assets: | |||||||||||||||||||||||
| Note receivable | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Other liabilities: | |||||||||||||||||||||||
| Options sold | $ | $ | $ | $ | |||||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | |||||||||||||||||||
__________
(1) The fair value is measured using the NAV practical expedient; therefore, it is not categorized within the fair value hierarchy. The fair value amount is presented in this table to permit reconciliation of the fair value hierarchy to the amounts presented in the Company's consolidated balance sheets.
The following table presents a summary of changes in fair value of Level 3 financial assets and financial liabilities:
| Private Equity Investment | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | ||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net realized gains (losses) included in earnings | ||||||||||||||||||||||||||||||||||||||
| Purchase | ||||||||||||||||||||||||||||||||||||||
| Sales/settlements | ||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
The amount of total gains or losses for the period included in earnings attributable to assets still held at June 30 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
There were no
16
At June 30, 2026, there were no
Financial Instruments Disclosed, But Not Carried, at Fair Value
The following tables present the carrying value and fair value of the Company’s financial instruments disclosed, but not carried, at fair value, and the level within the fair value hierarchy at which such instruments are categorized:
| June 30, 2026 | |||||||||||||||||||||||||||||
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Notes payable: | |||||||||||||||||||||||||||||
| Unsecured notes | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Unsecured credit facility | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Notes payable: | |||||||||||||||||||||||||||||
| Unsecured notes | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Unsecured credit facility | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Unsecured Notes
The fair values of the Company’s unsecured notes at June 30, 2026 and December 31, 2025 were based on the spreads above the risk-free yield curve. These spreads are generally obtained from the new issue market, secondary trading and broker-dealer quotes. See Note 11. Notes Payable for additional information on unsecured notes.
Unsecured Credit Facility
6. Derivative Financial Instruments
The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is equity price risk. Equity contracts (options sold) on various equity securities are intended to manage the price risk associated with forecasted purchases or sales of such securities. From time to time, the Company also enters into derivative contracts to enhance returns on its investment portfolio.
The following tables present the location and amounts of derivative fair values in the consolidated balance sheets and derivative gains or losses in the consolidated statements of operations:
| Derivatives | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Amount in thousands) | |||||||||||
| Options sold - Other liabilities | $ | $ | |||||||||
| Total | $ | $ | |||||||||
17
| Gains Recognized in Net Income | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Options sold - Net realized investment gains | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Most options sold consist of covered calls. The Company writes covered calls on underlying equity positions held as an enhanced income strategy that is permitted for the Company’s insurance subsidiaries under statutory regulations. The Company manages the risk associated with covered calls through strict capital limitations and asset diversification throughout various industries. See Note 5. Fair Value Measurements for additional disclosures regarding options sold.
7. Goodwill and Other Intangible Assets
Goodwill
There were no No No
Other Intangible Assets
The following table presents the components of other intangible assets:
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Useful Lives | ||||||||||||||||||||
| (Amounts in thousands) | (in years) | ||||||||||||||||||||||
| As of June 30, 2026: | |||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||||||||
| Trade names | ( | ||||||||||||||||||||||
| Technology | ( | ||||||||||||||||||||||
| Insurance license | Indefinite | ||||||||||||||||||||||
| Total other intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
| As of December 31, 2025: | |||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||||||||
| Trade names | ( | ||||||||||||||||||||||
| Technology | ( | ||||||||||||||||||||||
| Insurance license | Indefinite | ||||||||||||||||||||||
| Total other intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
Other intangible assets are reviewed annually for impairment and more frequently if potential impairment indicators exist. No
Other intangible assets with definite useful lives are amortized on a straight-line basis over their useful lives. Amortization expense for other intangible assets was $0.2 0.4
18
The following table presents the estimated future amortization expense related to other intangible assets as of June 30, 2026:
| Year | Amortization Expense | |||||||
| (Amounts in thousands) | ||||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
8. Share-Based Compensation
In February 2024, the Board adopted the 2024 Long-Term Incentive Plan (the “LTIP”) to provide certain key employees with the right to receive cash awards providing an opportunity to participate in the appreciation of the Company’s value and in order to retain these key employees and reward them for contributing to the success of the Company. Participants in the LTIP may be granted a number of notional interests, or phantom stock units ("PSUs"). Each PSU represents the right to receive payment of the value of a share of the Company’s common stock upon vesting. PSUs may be granted subject to vesting conditions, which may include service-based and/or performance-based vesting conditions tied to corporate and/or individual achievement objectives. An employee must remain employed through the date of payment of an award to be eligible for any payout under the LTIP, with the exception of certain termination and resignation of executive officers related to PSUs granted commencing in 2026 as described in further details below. These PSUs are settled in cash upon vesting and accounted for as liability-based awards.
Performance-based PSUs
During the six months ended June 30, 2026, the Company granted a total "target" award of 97,495 performance-based PSUs. The payout value of the performance-based PSUs granted under the LTIP will be determined based on the achievement of specific, pre-established corporate performance objectives, and in part on individual performance, during the applicable three-year performance period (the "Performance Cycle"). The maximum payout level for the performance-based PSUs is 150 % of the “target” award.
The following table presents the summary of the performance-based PSU grants as of June 30, 2026:
| Grant year | 2026 | 2025 | 2024 | ||||||||
Three-year performance period ending December 31, | 2028 | 2027 | 2026 | ||||||||
| Vesting shares, target (net of forfeited) | |||||||||||
| Vesting shares, maximum (net of forfeited) | |||||||||||
These performance-based PSUs vest at the end of the Performance Cycle beginning with the year of the grant, and then only if, and to the extent that, the Company’s performance during the Performance Cycle achieves the threshold established by the Compensation Committee of the Board. Each annual performance result is based on the Company’s annual market share growth and its annual combined ratio. The vested number of performance-based PSUs for each grantee is based on the average of the Company's three annual performance results combined with the individual's performance during the Performance Cycle. The cash payout amount for each unit of the vested performance-based PSUs is equal to the average closing price per share of the Company’s common stock for the 30 calendar days preceding the determination of the final number of vested PSUs for each grantee at the end of the Performance Cycle for the 2024 grants, and the average closing price per share of the Company’s common stock for the five trading days following the Company’s public release of its financial results for the final calendar year in the Performance Cycle for the 2025 and 2026 grants.
Liabilities for the expected cash payout and associated compensation expenses are recognized based on management’s best estimate of the number of the performance-based PSUs expected to be vested resulting from the probable outcome of the performance-based vesting conditions, combined with the market price of the Company's common stock at the end of each reporting period. If the performance-based vesting conditions are not expected to be met for the Performance Cycle, no compensation cost will be recognized and any recognized compensation cost will be reversed. As of June 30, 2026, 46,306 of
19
the total performance-based PSUs granted under the LTIP were forfeited because the recipients were no longer employed by the Company.
Restricted PSUs
The Company, from time to time, grants restricted PSUs to certain key employees, typically to retain such key employees. The Company granted 76,000 restricted PSUs during the six months ended June 30, 2026, and a total of 191,224 restricted PSUs since the start of the LTIP as of June 30, 2026, 13,770 of which were forfeited because the recipients were no longer employed by the Company. The restricted PSUs vest in three equal annual installments on each of the first three anniversaries of the grant date. The payout value of the restricted PSUs granted under the LTIP is determined based on the closing price per share of the Company's common stock at each vesting date, and is paid at the end of each annual vesting period.
Commencing with the performance-based and restricted PSUs granted to all employees in 2026, the following conditions apply in the event of a change in control: a) the cash payout amount for each unit of the vested performance-based and restricted PSUs will be equal to the average closing price per share of the Company’s common stock for the five trading days preceding the change in control; b) the number of earned performance-based PSUs will be determined on the date of the change in control based on actual performance for completed annual performance periods and at target for incomplete performance periods, and the resulting earned performance-based PSUs will remain eligible to vest based on continued service through the last day of the three year performance period.
In addition, commencing with the performance-based and restricted PSUs granted to executive officers in 2026, the following conditions apply in the event of an executive officer’s termination without cause, resignation for good reason or termination due to death or disability: a) with respect to such performance-based PSUs, if such termination occurs prior to a change in control or more than eighteen months following a change in control, an executive officer will vest in a prorated number of earned performance-based PSUs based on the portion of the three year performance period that has elapsed prior to the date of termination plus twelve months and be paid at that time, and if such termination occurs within eighteen months following a change in control, an executive officer will vest in all of the earned performance-based PSUs on the date of termination and be paid at that time; b) with respect to such restricted PSUs, if such termination occurs prior to a change in control or more than eighteen months following a change in control, any restricted PSUs that would have otherwise vested during the twelve months following the date of termination will vest upon such termination and be paid at that time, and if such termination occurs within eighteen months following a change in control, an executive officer will vest in all of the restricted PSUs on the date of termination and be paid at that time.
9. Income Taxes
For financial statement purposes, the Company recognizes tax benefits related to positions taken, or expected to be taken, on a tax return only if the positions are “more-likely-than-not” sustainable. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its consolidated financial statements.
There was no change in the total amount of unrecognized tax benefits related to tax uncertainties during the six months ended June 30, 2026.
The Company and its subsidiaries file income tax returns with the Internal Revenue Service and the taxing authorities of various states. Tax years that remain subject to examination by major taxing jurisdictions are 2022 through 2024 for federal taxes and 2021 through 2024 for state taxes.
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting basis and the respective tax basis of the Company’s assets and liabilities, and expected benefits of utilizing net operating loss, capital loss, and tax-credit carryforwards. The Company assesses the likelihood that its deferred tax assets will be realized and, to the extent management does not believe these assets are more likely than not to be realized, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
20
tax assets and liabilities of a change in tax rates or laws is recognized in net income (loss) in the period that includes the enactment date.
At June 30, 2026, the Company’s deferred income taxes were in a net asset position, which included a combination of ordinary and capital deferred tax expenses or benefits. In assessing the Company’s ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generating sufficient taxable income of the appropriate character within the carryback and carryforward periods available under the tax law. Management considers the reversal of deferred tax liabilities, projected future taxable income of an appropriate nature, and tax planning strategies in making this assessment. The Company believes that through projected future taxable income of an appropriate nature, the use of prudent tax planning strategies, and the generation of capital gains, sufficient income will be realized in order to maximize the full benefits of its deferred tax assets. Although realization is not assured, management believes that it is more likely than not that the Company’s deferred tax assets will be realized.
10. Loss and Loss Adjustment Expense Reserves
The following table presents the activity in loss and loss adjustment expense reserves:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Amounts in thousands) | |||||||||||
| Gross reserves, beginning of period | $ | $ | |||||||||
Reinsurance recoverables on unpaid losses, beginning of period | ( | ( | |||||||||
| Net reserves, beginning of period | |||||||||||
| Incurred losses and loss adjustment expenses related to: | |||||||||||
| Current year | |||||||||||
| Prior years | ( | ( | |||||||||
| Total incurred losses and loss adjustment expenses | |||||||||||
| Loss and loss adjustment expense payments related to: | |||||||||||
| Current year | |||||||||||
| Prior years | |||||||||||
| Total payments | |||||||||||
| Net reserves, end of period | |||||||||||
| Reinsurance recoverables on unpaid losses, end of period | |||||||||||
| Gross reserves, end of period | $ | $ | |||||||||
The decrease in the provision for insured events of prior years during the six months ended June 30, 2026 of $44.1 million was primarily attributable to lower than estimated losses and loss adjustment expenses in the automobile line of insurance business, partially offset by adverse development on the homeowners line of insurance business. The decrease in the provision for insured events of prior years during the six months ended June 30, 2025 of $46.9 million was primarily attributable to lower than estimated losses and loss adjustment expenses in the private passenger automobile and homeowners lines of insurance business.
For the six months ended June 30, 2026 and 2025, the Company incurred catastrophe losses net of reinsurance of approximately $168 million and $460 million, respectively. The majority of 2026 catastrophe losses resulted from adverse reserve development on the Palisades and Eaton wildfires, and storms in Texas and Oklahoma. The majority of 2025 catastrophe losses resulted from the Palisades and Eaton wildfires in California and storms in Texas and Oklahoma. The Company experienced unfavorable development of approximately $61 million and favorable development of approximately $14 million on prior years' catastrophe losses for the six months ended June 30, 2026 and 2025, respectively.
21
In January 2025, the Palisades and Eaton wildfires caused widespread damage in parts of Southern California. The following table presents the components of net losses and loss adjustment expenses from the Palisades and Eaton wildfires as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026:
| As of June 30, 2026 | As of December 31, 2025 | For the Six Months Ended June 30, 2026 | |||||||||||||||
| (Amounts in thousands) | |||||||||||||||||
Gross losses and loss adjustment expenses (6) | $ | $ | $ | ||||||||||||||
Subrogation recoverable - Eaton fire (1) *** | ( | ( | ( | ||||||||||||||
Subrogation recovered and recoverable - Palisades fire (2) *** | ( | ( | ( | ||||||||||||||
Reinsurance recovered and recoverable (3) | ( | ( | |||||||||||||||
Net catastrophe losses and loss adjustment expenses on Eaton and Palisades fires before FAIR Plan (6) | $ | $ | $ | ||||||||||||||
| — | |||||||||||||||||
Company's share of FAIR Plan losses and loss adjustment expenses (4) | $ | $ | $ | ||||||||||||||
Recoupable portion of FAIR Plan losses and loss adjustment expenses (5) | ( | ( | |||||||||||||||
| Net FAIR Plan losses and loss adjustment expenses | $ | $ | $ | ||||||||||||||
| — | |||||||||||||||||
Net losses and loss adjustment expenses on Eaton and Palisades fires (6) | $ | $ | $ | ||||||||||||||
__________
(1) The Company is actively pursuing subrogation against Southern California Edison ("SCE") on the Eaton fire. The Company recorded approximately $562 million in estimated subrogation recoveries, or approximately 55 % of its estimated ultimate losses on the Eaton fire, as an offset against loss and loss adjustment expense reserves in its consolidated balance sheet at June 30, 2026. Although SCE has not admitted that its equipment caused the Eaton fire, significant evidence indicates that SCE's equipment was the cause of the Eaton fire. In September 2025, SCE disclosed that it is probable that SCE will incur material losses from the Eaton fire and entered into a negotiated agreement without litigation with one insurance company to pay 52 % of the losses incurred. In February 2026, Edison International, parent company of SCE, commented that SCE has settled two subrogation claims on the Eaton fire with insurance companies for an average of 55 % of the losses incurred.
(2) In June 2025, the Company sold its subrogation rights on the Palisades fire to a third party for a guaranteed percentage of losses incurred plus a share in the amount recovered above a certain threshold (“Upside Recovery’). The recovery amount from the guaranteed percentage of losses is approximately $50 million, with $34 million received as of June 30, 2026. The remaining balance of approximately $16 million at June 30, 2026 will be settled each quarter based on the amount of claims payments the Company makes subsequent to the previous settlement date. The Company did not record an amount for the potential Upside Recovery.
(3) The Company’s catastrophe reinsurance program for the treaty year ended June 30, 2025 provides approximately $1,290 million of limits on a per occurrence basis after covered catastrophe losses exceed the Company’s retention of $150 million. The $1,290 million of limits used for the Palisades and Eaton wildfires was reduced by $6.5 million for ineligible parametric coverage. The Company also utilized $10 million from a separate property excess of loss reinsurance treaty making the total reinsurance used for the Palisades and Eaton wildfires approximately $1,294 million.
(4) The Company is a member of the California FAIR Plan, the state's fire insurer of last resort. To the extent the FAIR Plan has losses exceeding its capital and reinsurance coverage, the FAIR Plan can assess its member companies for the shortfall based on each company’s California market share. The Company's share of the FAIR Plan losses from the Palisades and Eaton wildfires was approximately $97 million, which was recorded as part of the Company's losses and loss adjustment expenses from the Palisades and Eaton wildfires.
(5) The FAIR Plan assessed the Company $50 million to strengthen the FAIR Plan's capital position following the Palisades and Eaton wildfires in the first quarter of 2025. The California Department of Insurance ("DOI") allows for recoupment of 50 % or $25 million of the $50 million assessment via a temporary surcharge to the Company's policyholders. The Company has received approval from the California DOI to recoup the $25 million, which partially offset the Company's share of the FAIR Plan's losses of $97 million. As of June 30, 2026, the Company has recouped approximately $8 million from its policyholders.
(6) The increases in these losses and loss adjustment expenses during the six months ended June 30, 2026 largely resulted from higher than estimated losses on partial loss claims.
*** Accounting Standards Codification (“ASC”) 944-40-30-2 through 3 and Statement of Statutory Accounting Principles (“SSAP”) No. 55 paragraph 15 require salvage and subrogation recoverables to be deducted from the liability for unpaid
22
claims; therefore, loss and loss adjustment expense reserves on the Company's consolidated balance sheets is shown net of estimated salvage and subrogation recoverables, and losses and loss adjustment expenses on its consolidated statements of operations is shown net of salvage and subrogation. The Company applies this accounting method for salvage and subrogation in a consistent manner for both GAAP and statutory reporting purposes.
As of June 30, 2026, the Company has paid out approximately $1,636 million for losses and loss adjustment expenses related to the Palisades and Eaton wildfires excluding the Fair Plan losses. The Company has collected the full reinsurance recoverable amounts on these losses and loss adjustment expenses, except for approximately $10 million remaining on the catastrophe bond that will be billed over the next few quarters.
11. Notes Payable
The following table presents information about the Company's notes payable:
| Lender | Interest Rate | Maturity Date | June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| (Amounts in thousands) | ||||||||||||||||||||||||||||||||
Senior unsecured notes(1) | Publicly traded | March 15, 2027 | $ | $ | ||||||||||||||||||||||||||||
Senior unsecured notes(2) | Publicly traded | June 15, 2036 | ||||||||||||||||||||||||||||||
| Total senior unsecured notes | $ | $ | ||||||||||||||||||||||||||||||
Unsecured credit facility(3) | Bank of America, Wells Fargo Bank, BMO Bank, U.S. Bank and Raymond James Bank | Term SOFR plus | June 24, 2031 | |||||||||||||||||||||||||||||
| Total principal amount | ||||||||||||||||||||||||||||||||
Less unamortized discount and debt issuance costs(4) | ||||||||||||||||||||||||||||||||
| Total debt | $ | $ | ||||||||||||||||||||||||||||||
__________
(1)On March 8, 2017, the Company completed a public debt offering issuing $375 million of senior notes. The notes are unsecured, senior obligations of the Company with a 4.4 % annual coupon payable on March 15 and September 15 of each year commencing September 15, 2017. The Company used the proceeds from the notes to pay off amounts outstanding under the existing loan and credit facilities and for general corporate purposes. The Company incurred debt issuance costs of approximately $3.4 million, inclusive of underwriters' fees. The notes were issued at a slight discount of 99.847 % of par, resulting in the effective annualized interest rate, including debt issuance costs, of approximately 4.45 %. On July 13, 2026, the Company redeemed these $375 million senior notes by exercising a redemption option given to the Company under the First Supplemental Indenture for the notes, dated as of March 8, 2017, and recognized a loss of approximately $0.5 million on the early extinguishment of the debt.
(2)On June 12, 2026, the Company completed a public debt offering issuing $525 million of senior notes. These $525 million senior notes are unsecured, senior obligations of the Company with a 6.25 % annual coupon payable on June 15 and December 15 of each year commencing December 15, 2026. On June 15, 2026, the Company repaid $150 million of the amounts outstanding under the unsecured credit facility using the proceeds from these $525 million senior notes. On July 13, 2026, the Company used the proceeds from these $525 million senior notes to redeem the outstanding $375 million senior notes in full, as further described above. The Company incurred debt issuance costs of approximately $4.8 million, inclusive of underwriters' fees. These $525 million senior notes were issued at a slight discount of 99.764 % of par, resulting in the effective annualized interest rate, including debt issuance costs, of approximately 6.32 %.
(3)On June 24, 2026, the Company entered into a $250 million unsecured revolving credit facility, which replaces the Company’s existing credit facility dated as of March 31, 2021. The interest rates on borrowings under the credit facility are based on the Company's debt to total capital ratio and range from Term SOFR plus 100.0 basis points when the ratio is under 15 % to Term SOFR plus 150.0 basis points when the ratio is greater than or equal to 30 %. Commitment fees for the undrawn portions of the credit facility range from 10.0 basis points when the ratio is under 15 % to 22.5 basis points when the ratio is greater than or equal to 30 %. The debt to total capital ratio is expressed as a percentage of (a) consolidated debt to (b) consolidated shareholders' equity plus consolidated debt. The Company had previously drawn $200 million under the credit facility and contributed $150 million of the total amount drawn to the surplus of its consolidated insurance subsidiaries in 2023, and used the remainder for general corporate purposes. On June 15, 2026, the Company repaid $150 million of the $200 million outstanding borrowings under the credit facility. As of June 30, 2026, the Company had a total of $50 million in borrowings under the credit facility on a three-month revolving basis at
23
an annual interest rate of approximately 4.77 %, with $200 million available to be drawn.
(4)The unamortized discount and debt issuance costs are associated with the publicly traded $525 million and $375 million senior unsecured notes. These are amortized to interest expense over the life of the notes, and the unamortized balance is presented in the Company's consolidated balance sheets as a direct deduction from the carrying amount of the debt. The unamortized costs of approximately $1.1 million associated with entering into the $250 million unsecured revolving credit facility are included in other assets in the Company's consolidated balance sheets and amortized to interest expense over the term of the credit facility.
12. Contingencies
The Company is, from time to time, named as a defendant in various lawsuits or regulatory actions incidental to its insurance business. The majority of lawsuits brought against the Company relate to insurance claims that arise in the normal course of business and are reserved for through the reserving process. For a discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The Company establishes reserves for non-insurance claims related lawsuits, regulatory actions, and other contingencies when the Company believes a loss is probable and is able to estimate its potential exposure. For loss contingencies believed to be reasonably possible, the Company also discloses the nature of the loss contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. In addition, the Company accrues for anticipated legal defense costs associated with such lawsuits and regulatory actions. While actual losses may differ from the amounts recorded and the ultimate outcome of the Company's pending actions is generally not yet determinable, the Company does not believe that the ultimate resolution of currently pending legal or regulatory proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition or cash flows.
13. Segment Information
The Company is primarily engaged in writing personal automobile insurance and provides related property and casualty insurance products to its customers through 12 subsidiaries in 11 states, principally in California. The Company has one reportable business segment - the Property and Casualty business segment.
The Company’s Chief Operating Decision Maker ("CODM") consists of chairman of the board of directors and chief executive officer. The CODM reviews operating results based on pre-tax underwriting results which is calculated as net premiums earned less (a) losses and loss adjustment expenses and (b) underwriting expenses (policy acquisition costs and other operating expenses). The CODM evaluates operating results by line of insurance business that is further segregated by state to obtain a more disaggregated view of the Company’s operations. These operating results provide the CODM with significant information in making key operating decisions that include making price adjustments, hiring additional resources, and redeploying resources to a different line of insurance business or a different state. The lines of insurance business largely consist of private passenger automobile insurance, homeowners insurance, commercial automobile insurance, commercial property insurance, and automobile mechanical protection warranties.
The Company manages its business operations under one reportable business segment and one non-reportable business segment based on lines of insurance business. In identifying its reportable and non-reportable business segments, the Company considered the financial information provided to its CODM. After considering various factors, including the development and utilization of financial data provided to the CODM, the Company concluded that identifying its operating segments by line of insurance business was consistent with the objectives of ASC 280-10. Certain operating segments have been aggregated based on similar characteristics, including the nature of products and services provided, the method used to deliver those products and services, types of customers, and the nature of the regulatory environment, to arrive at the Company’s reportable business segment (Property and Casualty Lines) and its non-reportable business segment (Other Lines).
Expenses are allocated based on certain assumptions that are primarily related to premiums and losses. The Company’s net investment income, net realized investment gains or losses, other income, and interest expense are excluded in evaluating pre-tax underwriting profit. The Company does not allocate its assets, including investments, or income taxes in evaluating pre-tax underwriting profit.
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Property and Casualty Lines
The Property and Casualty Lines business segment offers several insurance products to the Company’s individual customers and small business customers. The major insurance products (lines of insurance business) are: private passenger automobile, which is the Company’s primary business, and related insurance products such as homeowners, commercial automobile and commercial property. These related insurance products are primarily sold to the Company’s individual customers and small business customers, which increases retention of the Company’s private passenger automobile client base. The insurance products comprising the Property and Casualty Lines business segment are sold through the same distribution channels, mainly through independent and 100% owned insurance agents, and go through a similar underwriting process.
Other Lines
The Other Lines business segment represents an operating segment that does not meet the quantitative thresholds required to be considered a reportable segment. This operating segment offers automobile mechanical protection warranties which are primarily sold through automobile dealerships and credit unions.
The following tables present the Company's operating results by reportable segment:
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Property & Casualty | Other | Total | Property & Casualty | Other | Total | ||||||||||||||||||||||||||||||
| (Amounts in millions) | |||||||||||||||||||||||||||||||||||
| Net premiums earned | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Losses | |||||||||||||||||||||||||||||||||||
| Loss adjustment expenses | |||||||||||||||||||||||||||||||||||
| Losses and loss adjustment expenses | |||||||||||||||||||||||||||||||||||
| Policy acquisition costs | |||||||||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||||||||
| Underwriting gain (loss) | ( | ( | |||||||||||||||||||||||||||||||||
| Investment income | |||||||||||||||||||||||||||||||||||
| Net realized investment gains | |||||||||||||||||||||||||||||||||||
| Other income | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||
| Pre-tax income | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||||||||
25
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Property & Casualty | Other | Total | Property & Casualty | Other | Total | ||||||||||||||||||||||||||||||
| (Amounts in millions) | |||||||||||||||||||||||||||||||||||
| Net premiums earned | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Losses | |||||||||||||||||||||||||||||||||||
| Loss adjustment expenses | |||||||||||||||||||||||||||||||||||
| Losses and loss adjustment expenses | |||||||||||||||||||||||||||||||||||
| Policy acquisition costs | |||||||||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||||||||
| Underwriting gain (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Investment income | |||||||||||||||||||||||||||||||||||
| Net realized investment gains | |||||||||||||||||||||||||||||||||||
| Other income | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||
| Pre-tax income | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||||||||
The following tables present the Company’s net premiums earned and direct premiums written by reportable segment and line of insurance business:
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Property & Casualty | Other | Total | Property & Casualty | Other | Total | ||||||||||||||||||||||||||||||
| (Amounts in millions) | |||||||||||||||||||||||||||||||||||
| Private passenger automobile | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Homeowners | |||||||||||||||||||||||||||||||||||
| Commercial automobile | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Net premiums earned | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Private passenger automobile | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Homeowners | |||||||||||||||||||||||||||||||||||
| Commercial automobile | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Direct premiums written | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
26
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Property & Casualty | Other | Total | Property & Casualty | Other | Total | ||||||||||||||||||||||||||||||
| (Amounts in millions) | |||||||||||||||||||||||||||||||||||
| Private passenger automobile | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Homeowners | |||||||||||||||||||||||||||||||||||
| Commercial automobile | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Net premiums earned | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Private passenger automobile | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Homeowners | |||||||||||||||||||||||||||||||||||
| Commercial automobile | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Direct premiums written | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
27
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. Certain statements contained in this report are forward-looking statements based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those anticipated by the Company. Actual results may differ from those projected in the forward-looking statements. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the Company) and are subject to change based upon various factors, including but not limited to the following risks and uncertainties: changes in the demand for the Company’s insurance products, inflation and general economic conditions, including general market risks associated with the Company’s investment portfolio; the accuracy and adequacy of the Company’s pricing methodologies; catastrophes in the markets served by the Company; uncertainties related to estimates, assumptions and projections generally; the possibility that actual loss experience may vary adversely from the actuarial estimates made to determine the Company’s loss reserves in general, including subrogation recovery estimates; the Company’s ability to obtain and the timing of the approval of premium rate changes for insurance policies issued in the states where it operates; legislation adverse to the automobile or homeowners insurance industry or business generally that may be enacted in the states where the Company operates; the Company’s success in managing its business in non-California states; the presence of competitors with greater financial resources and the impact of competitive pricing and marketing efforts; the Company's ability to successfully allocate the resources used in the states with reduced or exited operations to its operations in other states; changes in driving patterns and loss trends; acts of war and terrorist activities; effects of changing climate conditions; pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases; court decisions and trends in litigation and health care and auto repair costs; changes in global trade policies, including trade barriers or restrictions; and legal, cybersecurity, regulatory and litigation risks. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. For a more detailed discussion of some of the foregoing risks and uncertainties, see the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on February 17, 2026.
OVERVIEW
A. General
The operating results of property and casualty insurance companies are subject to significant quarter-to-quarter and year-to-year fluctuations due to the effect of competition on pricing, the frequency and severity of losses, the effect of weather and natural disasters on losses, general economic conditions, the general regulatory environment in states in which an insurer operates, state regulation of insurance including premium rates, changes in fair value of investments, and other factors such as changes in tax laws. The property and casualty insurance industry has been highly cyclical, with periods of high premium rates and shortages of underwriting capacity followed by periods of severe price competition and excess capacity. These cycles can have a significant impact on the Company’s ability to grow and retain business.
This section discusses some of the relevant factors that management considers in evaluating the Company’s performance, prospects, and risks. It is not all-inclusive and is meant to be read in conjunction with the entirety of management’s discussion and analysis, the Company’s consolidated financial statements and notes thereto, and all other items contained within this Quarterly Report on Form 10-Q.
B. Business
The Company is primarily engaged in writing personal automobile insurance through 12 insurance subsidiaries (“Insurance Companies”) in 11 states, principally California. The Company also writes homeowners, commercial automobile, commercial property, mechanical protection, and umbrella insurance. The Company's insurance policies are mostly sold through independent agents who receive a commission for selling policies. The Company believes that it has thorough underwriting, pricing and claims handling processes that, together with its agent relationships, provide the Company with competitive advantages.
28
The following tables present direct premiums written, by state and line of insurance business, for the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Private Passenger Automobile | Homeowners | Commercial Automobile | Other Lines (2) | Total | |||||||||||||||||||||||||||||||
| California | $ | 1,610,984 | $ | 653,622 | $ | 183,077 | $ | 186,867 | $ | 2,634,550 | 82.4 | % | |||||||||||||||||||||||
| Texas | 67,968 | 129,020 | 31,543 | 2,955 | 231,486 | 7.2 | % | ||||||||||||||||||||||||||||
Other states (1) | 174,979 | 135,208 | 14,352 | 5,749 | 330,288 | 10.4 | % | ||||||||||||||||||||||||||||
| Total | $ | 1,853,931 | $ | 917,850 | $ | 228,972 | $ | 195,571 | $ | 3,196,324 | 100.0 | % | |||||||||||||||||||||||
| 58.0 | % | 28.7 | % | 7.2 | % | 6.1 | % | 100.0 | % | ||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Private Passenger Automobile | Homeowners | Commercial Automobile | Other Lines (2) | Total | |||||||||||||||||||||||||||||||
| California | $ | 1,522,978 | $ | 542,847 | $ | 150,820 | $ | 154,415 | $ | 2,371,060 | 80.9 | % | |||||||||||||||||||||||
| Texas | 64,559 | 121,472 | 32,165 | 3,820 | 222,016 | 7.6 | % | ||||||||||||||||||||||||||||
Other states (1) | 200,449 | 114,332 | 17,450 | 5,121 | 337,352 | 11.5 | % | ||||||||||||||||||||||||||||
| Total | $ | 1,787,986 | $ | 778,651 | $ | 200,435 | $ | 163,356 | $ | 2,930,428 | 100.0 | % | |||||||||||||||||||||||
| 61.0 | % | 26.6 | % | 6.8 | % | 5.6 | % | 100.0 | % | ||||||||||||||||||||||||||
______________
(1) No individual state accounted for more than 5% of total direct premiums written.
(2) No individual line of insurance business accounted for more than 5% of total direct premiums written.
C. Regulatory and Legal Matters
The DOI in each state in which the Company operates is responsible for conducting periodic financial, market conduct, and rating and underwriting examinations of the Insurance Companies in their states. Market conduct examinations typically review compliance with insurance statutes and regulations with respect to rating, underwriting, claims handling, billing, and other practices.
The following table presents a summary of recent and upcoming examination:
| State | Exam Type | Exam Period Covered | Status | |||||||||||||||||
| CA, FL, GA, IL, OK, TX | Coordinated Multi-state Financial | 2022-2025 | Examination began in the second quarter of 2026. | |||||||||||||||||
During the course of and at the conclusion of the examinations, the examining DOI generally reports findings to the Company. No material findings have been communicated to the Company related to the coordinated financial examination noted above.
In late 2024, as part of the California insurance commissioner’s “Sustainable Insurance Strategy,” the California DOI issued two regulations that may impact how insurers price and write certain of their California property insurance policies: one allowing insurers to incorporate catastrophe modeling into rate-making with a requirement for them to align their share of insured properties in distressed wildfire-prone areas of the state to at least 85% of their state-wide market share or to increase their share by 5% in a two-year period; and the other allowing insurers to incorporate reinsurance costs into rate-making for certain specific catastrophe perils and wildfire exposures when meeting the same requirement governing the use of catastrophe modeling. The California insurance commissioner has also implemented changes to the California FAIR Plan, expanding coverage offerings and changing the assessment and recoupment processes in order to enhance market stability: the FAIR Plan’s member insurers may now request the California insurance commissioner’s prior approval to collect temporary supplemental fees from their own policyholders in order to recoup up to 50% of amounts assessed up to $1 billion in aggregate assessments in the industry and 100% of all amounts assessed over that $1 billion threshold for each of personal and
29
commercial lines of insurance business, and 100% of all amounts assessed over $2 billion in aggregate assessments in the industry for the combined personal and commercial lines of insurance business. In December 2025, the California DOI approved the Company's rate application, which incorporates catastrophe modeling and reinsurance costs into its ratemaking in accordance with the new regulations. The new rating plan became effective in July 2026 and the Company will adhere to the market-share requirements.
In January 2025, the California DOI approved a 12% rate increase on the California homeowners line of insurance business. This rate increase became effective in March 2025. In December 2025, the California DOI approved a 6.9% rate increase on the California homeowners line of insurance business. This rate increase became effective in July 2026. The California homeowners line of insurance business represented approximately 18% of the Company's total net premiums earned for the six months ended June 30, 2026. In addition, the Company intends to file an application with the California DOI in August 2026 for a rate increase of approximately 6% on the California private passenger automobile line of insurance business with a July 2027 effective date. The California private passenger automobile line of insurance business represented approximately 53% of the Company's total net premiums earned for the six months ended June 30, 2026.
The Company is, from time to time, named as a defendant in various lawsuits or regulatory actions incidental to its insurance business. The majority of lawsuits brought against the Company relate to insurance claims that arise in the normal course of business and are reserved for through the reserving process. For a discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The Company establishes reserves for non-insurance claims related lawsuits, regulatory actions, and other contingencies when the Company believes a loss is probable and is able to estimate its potential exposure. For loss contingencies believed to be reasonably possible, the Company also discloses the nature of the loss contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. In addition, the Company accrues for anticipated legal defense costs associated with such lawsuits and regulatory actions. While actual losses may differ from the amounts recorded and the ultimate outcome of the Company's pending actions is generally not yet determinable, the Company does not believe that the ultimate resolution of currently pending legal or regulatory proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition or cash flows.
In all cases, the Company vigorously defends itself unless a reasonable settlement appears appropriate. For a discussion of any additional regulatory or legal matters, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
D. Critical Accounting Estimates
Loss and Loss Adjustment Expense Reserves ("Loss Reserves")
Preparation of the Company’s consolidated financial statements requires management’s judgment and estimates. The most significant is the estimate of loss reserves. Estimating loss reserves is a difficult process as many factors can ultimately affect the final settlement of a claim and, therefore, the loss reserve that is required. A key assumption in estimating loss reserves is the degree to which the historical data used to analyze reserves will be predictive of ultimate claim costs on incurred claims. Changes in the regulatory and legal environments, results of litigation, medical costs, the cost of repair materials, and labor rates, among other factors, can impact this assumption. In addition, time can be a critical part of reserving determinations since the longer the span between the incidence of a loss and the payment or settlement of a claim, the more variable the ultimate settlement amount could be. Accordingly, short-tail claims, such as property damage claims, tend to be more reasonably predictable than long-tail liability claims.
The Company calculates a loss reserve point estimate rather than a range. There is inherent uncertainty with estimates and this is particularly true with loss reserve estimates. This uncertainty comes from many factors which may include changes in claims reporting and settlement patterns, changes in the regulatory and legal environments, uncertainty over inflation rates, and uncertainty for unknown items. The Company does not make specific provisions for these uncertainties, rather it considers them in establishing its loss reserve by reviewing historical patterns and trends and projecting these out to current loss reserves. The underlying factors and assumptions that serve as the basis for preparing the loss reserve estimate include paid and incurred loss development factors, expected average costs per claim, inflation trends, expected loss ratios, industry data, and other relevant information.
The Company also engages independent actuarial consultants to review the Company’s loss reserves and to provide the annual actuarial opinions under statutory accounting principles as required by state regulation. The Company analyzes loss reserves quarterly primarily using the incurred loss method, paid loss method, and average severity method coupled with the
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claim count development method, as described below. When deciding among methods to use, the Company evaluates the credibility of each method based on the maturity of the data available and the claims settlement practices for each particular line of insurance business or coverage within a line of insurance business. The Company may also evaluate qualitative factors such as known changes in laws or legal rulings that could affect claims handling or other external environmental factors or internal factors that could affect the settlement of claims. When establishing the loss reserve, the Company will generally analyze the results from all of the methods used rather than relying on a single method. While these methods are designed to determine the ultimate losses on claims under the Company’s policies, there is inherent uncertainty in all actuarial models since they use historical data to project outcomes. The Company believes that the techniques it uses provide a reasonable basis in estimating loss reserves.
•The incurred loss method analyzes historical incurred case loss (case reserves plus paid losses) development to estimate ultimate losses. The Company applies development factors against current case incurred losses by accident period to calculate ultimate expected losses. The Company believes that the incurred loss method provides a reasonable basis for evaluating ultimate losses, particularly in the Company’s larger, more established lines of insurance business which have a long operating history.
•The paid loss method analyzes historical payment patterns to estimate the amount of losses yet to be paid.
•The average severity method analyzes historical loss payments and/or incurred losses divided by closed claims and/or total claims to calculate an estimated average cost per claim. From this, the expected ultimate average cost per claim can be estimated. The average severity method coupled with the claim count development method provide meaningful information regarding inflation and frequency trends that the Company believes is useful in establishing loss reserves. The claim count development method analyzes historical claim count development to estimate future incurred claim count development for current claims. The Company applies these development factors against current claim counts by accident period to calculate ultimate expected claim counts.
The Company analyzes catastrophe losses separately from non-catastrophe losses. The Company classifies certain losses as catastrophe losses based on catastrophe events designated by Property Claim Services, a unit of Insurance Services Office, Inc. For catastrophe losses, the Company generally determines claim counts based on claims reported and development expectations from previous catastrophes and applies an average expected loss per claim based on loss reserves established by adjusters and average losses on previous similar catastrophes.
For catastrophe losses that are considered “total losses” where the entire dwelling was destroyed, the Company primarily estimates losses based on the expected amounts to be paid out on the policy limits. Homeowners policies have multiple coverages, including dwelling, additional replacement costs, additional living expenses, and personal property, and on a typical total loss, many, but not all, of the various coverage limits are exhausted. It can take up to five years or longer for total loss claims to close, and the Company will reevaluate its total loss estimates periodically based on many factors, including estimated costs to rebuild if a decision was made to rebuild, actual rebuilding costs incurred, estimated time to rebuild, value of personal belongings destroyed, expected duration for the homeowner to be displaced, and demand surge.
In addition, subrogation may play an important role in the catastrophe loss estimate. For additional discussion on subrogation, see disclosures on the Palisades and Eaton wildfires in Note 10. Loss and Loss Adjustment Expense Reserves, of the Notes to Consolidated Financial Statements.
At June 30, 2026 and December 31, 2025, the Company recorded its point estimate of approximately $3.67 billion and $3.63 billion ($3.64 billion and $3.60 billion, net of reinsurance), respectively, in loss reserves, which included approximately $2.23 billion and $2.12 billion ($2.23 billion and $2.12 billion, net of reinsurance), respectively, of incurred but not reported loss reserves (“IBNR”). IBNR includes estimates, based upon past experience, of ultimate developed costs, which may differ from case estimates, unreported claims that occurred on or prior to June 30, 2026 and December 31, 2025, and estimated future payments for reopened claims. Management believes that the liability for loss reserves is adequate to cover the ultimate net cost of losses and loss adjustment expenses incurred to date; however, since the provisions are necessarily based upon estimates, the ultimate liability may be more or less than such provisions.
The Company evaluates its loss reserves quarterly. When management determines that the estimated ultimate claim cost requires a decrease for previously reported accident years, favorable development occurs and a reduction in losses and loss adjustment expenses is reported in the current period. If the estimated ultimate claim cost requires an increase for previously reported accident years, unfavorable development occurs and an increase in losses and loss adjustment expenses is reported in the current period.
For a further discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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RESULTS OF OPERATIONS
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Revenues
Net premiums earned and net premiums written for the three months ended June 30, 2026 increased 9.6% and 5.3%, respectively, from the corresponding period in 2025. The increase in net premiums earned was primarily due to a rate increase in the California homeowners line of insurance business and increases in the number of policies written in the California automobile and homeowners lines of insurance business, partially offset by an increase in ceded premiums earned. The increase in net premiums written was primarily due to increases in the number of policies written in the California automobile and homeowners lines of insurance business, partially offset by an increase in ceded premiums written.
Net premiums earned included ceded premiums earned of $62.6 million and $54.4 million for the three months ended June 30, 2026 and 2025, respectively. Net premiums written included ceded premiums written of $62.6 million and $3.9 million for the three months ended June 30, 2026 and 2025, respectively. The increase in ceded premiums earned resulted mostly from an increase in the annual reinsurance premium under the Treaty due to higher reinsurance coverage and rates and growth in the covered book of business, combined with the accelerated expensing of the remaining annual reinsurance premiums of $26 million in the first quarter of 2025 under the Treaty ended June 30, 2025 for use of reinsurance coverages following the Palisades and Eaton wildfires, partially offset by reinsurance reinstatement premiums earned of $51 million in the second quarter of 2025 related to reinstating the fully exhausted reinsurance coverage layers following the Palisades and Eaton wildfires. The increase in ceded premiums written resulted mostly from an increase in the annual reinsurance premium under the Treaty due to higher reinsurance coverage and rates and growth in the covered book of business, combined with the accelerated expensing of the remaining annual reinsurance premiums of $26 million in the first quarter of 2025 under the Treaty ended June 30, 2025 for use of reinsurance coverages following the Palisades and Eaton wildfires.
Net premiums earned, a GAAP measure, represents the portion of net premiums written that is recognized as revenue in the financial statements for the periods presented and earned on a pro-rata basis over the term of the policies. Net premiums written is a non-GAAP financial measure which represents the premiums charged on policies issued during a fiscal period, net of any applicable reinsurance. Net premiums written is a statutory measure designed to determine production levels.
The following is a reconciliation of net premiums earned to net premiums written:
| Three Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Amounts in thousands) | |||||||||||
| Net premiums earned | $ | 1,497,767 | $ | 1,366,738 | |||||||
| Change in net unearned premiums | 61,278 | 114,069 | |||||||||
| Net premiums written | $ | 1,559,045 | $ | 1,480,807 | |||||||
Expenses
Loss and expense ratios are used to interpret the underwriting experience of property and casualty insurance companies. The following table presents the Insurance Companies’ loss, expense, and combined ratios determined in accordance with GAAP:
| Three Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Loss ratio | 65.0 | % | 68.8 | % | |||||||
| Expense ratio | 24.9 | % | 23.7 | % | |||||||
| Combined ratio | 89.9 | % | 92.5 | % | |||||||
Loss ratio is calculated by dividing losses and loss adjustment expenses by net premiums earned. The loss ratio for the second quarter of 2026 and 2025 was affected by favorable development of approximately $35 million and unfavorable development of approximately $4 million, respectively, on prior accident years' loss and loss adjustment expense reserves. The favorable development for the second quarter of 2026 was primarily attributable to lower than estimated losses and loss adjustment expenses in the automobile and homeowners lines of insurance business. The unfavorable development for the
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second quarter of 2025 was not significant and resulted from ongoing analyses of loss trends.
In addition, the 2026 loss ratio was negatively impacted by approximately $71 million of catastrophe losses net of reinsurance, excluding unfavorable development of approximately $4 million on prior years' catastrophe losses, primarily due to storms in Texas and Oklahoma. The 2025 loss ratio was negatively impacted by approximately $15 million of catastrophe losses, excluding favorable development of approximately $2 million on prior years' catastrophe losses, primarily due to storms in Texas and Oklahoma.
Excluding the effects of estimated prior accident years’ loss development and catastrophe losses, the loss ratio was 62.6% and 67.4% for the second quarter of 2026 and 2025, respectively. The decrease in the loss ratio was primarily due to the rate increase discussed above and a decrease in loss frequency in the private passenger automobile line of insurance business, partially offset by an increase in loss severity in the private passenger automobile line of insurance business.
Expense ratio is calculated by dividing the sum of policy acquisition costs and other operating expenses by net premiums earned. The expense ratio for the three months ended June 30, 2026 increased from the corresponding period in 2025, which was largely attributable to increases in profitability-based accruals and advertising expenses, partially offset by the rate increase discussed above.
Combined ratio is equal to loss ratio plus expense ratio and is the key measure of underwriting performance traditionally used in the property and casualty insurance industry. A combined ratio under 100% generally reflects profitable underwriting results, and a combined ratio over 100% generally reflects unprofitable underwriting results.
Income tax expense was $63.8 million and $40.3 million for the three months ended June 30, 2026 and 2025, respectively. The increase in income tax expense was primarily due to a $120.6 million increase in total pre-tax income. The Company’s effective income tax rate can be affected by several factors. These generally relate to large changes in the composition of fully taxable income, including net realized investment gains or losses, tax-exempt investment income, non-deductible expenses, and periodically, non-routine tax items such as adjustments to unrecognized tax benefits related to tax uncertainties. Income tax expense of $63.8 million on pre-tax income of $327.3 million, including tax-exempt investment income of $34.5 million, resulted in an effective tax rate of 19.5%, below the statutory tax rate of 21%, for the three months ended June 30, 2026, and income tax expense of $40.3 million on pre-tax income of $206.7 million, including tax-exempt investment income of $22.7 million, resulted in an effective tax rate of 19.5% for the corresponding period in 2025.
Investments
The following table presents the investment results of the Company:
| Three Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
Average invested assets at cost (1) | $ | 6,887,886 | $ | 5,703,599 | |||||||
Net investment income (2) (3) | |||||||||||
| Before income taxes | $ | 89,763 | $ | 78,759 | |||||||
| After income taxes | $ | 76,622 | $ | 66,021 | |||||||
Average annual yield on investments (2) (3) | |||||||||||
| Before income taxes | 4.5 | % | 4.7 | % | |||||||
| After income taxes | 3.9 | % | 3.9 | % | |||||||
| Net realized investment gains | $ | 86,512 | $ | 23,480 | |||||||
__________
(1) Fixed maturities and short-term bonds at amortized cost; equities and other short-term investments at cost. Average invested assets at cost are based on the monthly amortized cost of the invested assets excluding cash for each period.
(2) Net investment income includes approximately $11.9 million and $12.5 million of interest income earned on cash (approximately $9.4 million and $9.9 million after tax) for the three months ended June 30, 2026 and 2025, respectively. Average annual yield on investments does not include interest income earned on cash.
(3) Higher net investment income before and after income taxes for the three months ended June 30, 2026 compared to the corresponding period in 2025 resulted largely from higher average invested assets. Average annual yield on investments before income taxes decreased, primarily due to an increase in tax-exempt investments with lower pre-tax yields.
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The following tables present the components of net realized investment gains or losses included in net income:
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Gains (Losses) Recognized in Net Income | |||||||||||||||||
| Sales | Changes in fair value | Total | |||||||||||||||
| (Amounts in thousands) | |||||||||||||||||
| Net realized investment gains (losses) | |||||||||||||||||
Fixed maturity securities (1) (2) | $ | (120) | $ | 21,393 | $ | 21,273 | |||||||||||
Equity securities (1) (3) | 28,883 | 31,347 | 60,230 | ||||||||||||||
Short-term investments (1) | — | (12) | (12) | ||||||||||||||
Note receivable (1) | — | (56) | (56) | ||||||||||||||
| Options sold | 5,043 | 34 | 5,077 | ||||||||||||||
| Total | $ | 33,806 | $ | 52,706 | $ | 86,512 | |||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Gains (Losses) Recognized in Net Income | |||||||||||||||||
| Sales | Changes in fair value | Total | |||||||||||||||
| (Amounts in thousands) | |||||||||||||||||
| Net realized investment gains (losses) | |||||||||||||||||
Fixed maturity securities (1) (2) | $ | (146) | $ | (8,423) | $ | (8,569) | |||||||||||
Equity securities (1) (3) | 11,640 | 19,253 | 30,893 | ||||||||||||||
Short-term investments (1) | — | (7) | (7) | ||||||||||||||
Notes receivable (1) | — | 117 | 117 | ||||||||||||||
| Options sold | 1,599 | (553) | 1,046 | ||||||||||||||
| Total | $ | 13,093 | $ | 10,387 | $ | 23,480 | |||||||||||
__________
(1)The changes in fair value of the investment portfolio and notes receivable resulted from application of the fair value option.
(2)The increase in fair value of fixed maturity securities for the second quarter of 2026 primarily resulted from the improvement in overall market conditions affecting fixed maturity securities. The decrease in fair value of fixed maturity securities for the second quarter of 2025 primarily resulted from increases in certain long-term market interest rates.
(3)The increases in fair value of equity securities for the second quarters of 2026 and 2025 primarily resulted from the overall improvement in equity markets.
Net Income
| Three Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Amounts in thousands, except per share data) | |||||||||||
| Net income | $ | 263,502 | $ | 166,472 | |||||||
| Basic average shares outstanding | 55,389 | 55,389 | |||||||||
| Diluted average shares outstanding | 55,389 | 55,389 | |||||||||
| Basic Per Share Data: | |||||||||||
| Net income | $ | 4.76 | $ | 3.01 | |||||||
| Net realized investment gains, net of tax | $ | 1.23 | $ | 0.33 | |||||||
| Diluted Per Share Data: | |||||||||||
| Net income | $ | 4.76 | $ | 3.01 | |||||||
| Net realized investment gains, net of tax | $ | 1.23 | $ | 0.33 | |||||||
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Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Revenues
Net premiums earned and net premiums written for the six months ended June 30, 2026 increased 11.3% and 11.2%, respectively, from the corresponding period in 2025. The increases in net premiums earned and net premiums written were primarily due to a rate increase in the California homeowners line of insurance business and increases in the number of policies written in the California automobile and homeowners lines of insurance business, combined with decreases in ceded premiums earned and ceded premiums written.
Net premiums earned included ceded premiums earned of $125.2 million and $161.1 million for the six months ended June 30, 2026 and 2025, respectively. Net premiums written included ceded premiums written of $125.1 million and $160.7 million for the six months ended June 30, 2026 and 2025, respectively. The decreases in ceded premiums earned and written resulted mostly from reinstatement premiums earned and written of $101 million in the first half of 2025 under the Treaty ended June 30, 2025 related to reinstating the fully exhausted reinsurance coverage layers following the Palisades and Eaton wildfires, partially offset by an increase in the annual reinsurance premium under the Treaty due to higher reinsurance coverage and rates and growth in the covered book of business.
The following is a reconciliation of net premiums earned to net premiums written:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Amounts in thousands) | |||||||||||
| Net premiums earned | $ | 2,950,180 | $ | 2,649,808 | |||||||
| Change in net unearned premiums | 158,983 | 145,380 | |||||||||
| Net premiums written | $ | 3,109,163 | $ | 2,795,188 | |||||||
Expenses
The following table presents the Insurance Companies’ loss, expense, and combined ratios determined in accordance with GAAP:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Loss ratio | 64.6 | % | 81.5 | % | |||||||
| Expense ratio | 25.0 | % | 23.9 | % | |||||||
| Combined ratio | 89.6 | % | 105.4 | % | |||||||
The loss ratio for the first half of 2026 and 2025 was affected by favorable development of approximately $44 million and $47 million, respectively, on prior accident years' loss and loss adjustment expense reserves. The favorable development for the first half of 2026 was primarily attributable to lower than estimated losses and loss adjustment expenses in the automobile line of insurance business, partially offset by adverse development on the homeowners line of insurance business. The favorable development for the first half of 2025 was primarily attributable to lower than estimated losses and loss adjustment expenses in the private passenger automobile and homeowners lines of insurance business.
In addition, the 2026 loss ratio was negatively impacted by approximately $107 million of catastrophe losses net of reinsurance, primarily due to storms in Texas and Oklahoma, excluding unfavorable development of approximately $61 million on prior years' catastrophe losses resulting primarily from the Palisades and Eaton wildfires. The 2025 loss ratio was negatively impacted by approximately $474 million of catastrophe losses, excluding favorable development of approximately $14 million on prior years' catastrophe losses, primarily due to the Palisades and Eaton wildfires in California and storms in Texas and Oklahoma.
Excluding the effects of estimated prior accident years’ loss development and catastrophe losses, the loss ratio was 62.5% and 65.4% for the first half of 2026 and 2025, respectively. The decrease in the loss ratio was primarily due to the rate increase and the decrease in ceded premiums earned that are discussed above, partially offset by an increase in loss severity in the private passenger automobile line of insurance business.
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The expense ratio for the six months ended June 30, 2026 increased from the corresponding period in 2025, which was largely attributable to increases in profitability-based accruals and advertising expenses, partially offset by the rate increase and the decrease in ceded premiums earned that are discussed above.
Income tax expense was $109.1 million and $6.3 million for the six months ended June 30, 2026 and 2025, respectively. The increase in income tax expense was primarily due to a $498.5 million increase in total pre-tax income. Income tax expense of $109.1 million on pre-tax income of $563.0 million, including tax-exempt investment income of $66.2 million, resulted in an effective tax rate of 19.4%, below the statutory tax rate of 21%, for the six months ended June 30, 2026, and income tax expense of $6.3 million on pre-tax income of $64.5 million, including tax-exempt investment income of $43.6 million, resulted in an effective tax rate of 9.8% for the corresponding period in 2025.
Investments
The following table presents the investment results of the Company:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
Average invested assets at cost (1) | $ | 6,764,700 | $ | 5,686,645 | |||||||
Net investment income (2) (3) | |||||||||||
| Before income taxes | $ | 175,399 | $ | 160,238 | |||||||
| After income taxes | $ | 149,482 | $ | 133,872 | |||||||
Average annual yield on investments (2) (3) | |||||||||||
| Before income taxes | 4.5 | % | 4.7 | % | |||||||
| After income taxes | 3.9 | % | 4.0 | % | |||||||
| Net realized investment gains | $ | 81,970 | $ | 46,801 | |||||||
__________
(1) Fixed maturities and short-term bonds at amortized cost; equities and other short-term investments at cost. Average invested assets at cost are based on the monthly amortized cost of the invested assets excluding cash for each period.
(2) Net investment income includes approximately $23.1 million and $25.6 million of interest income earned on cash (approximately $18.2 million and $20.2 million after tax) for the six months ended June 30, 2026 and 2025, respectively. Average annual yield on investments does not include interest income earned on cash.
(3) Higher net investment income before and after income taxes for the six months ended June 30, 2026 compared to the corresponding period in 2025 resulted largely from higher average invested assets. Average annual yield on investments before income taxes decreased, primarily due to an increase in tax-exempt investments with lower pre-tax yields, combined with lower yields on floating rate investments resulting from lower short-term market interest rates. Average annual yield on investments after income taxes decreased, primarily due to lower yields on floating rate investments resulting from lower short-term market interest rates.
The following tables present the components of net realized investment gains or losses included in net income:
| Six Months Ended June 30, 2026 | |||||||||||||||||
| Gains (Losses) Recognized in Net Income | |||||||||||||||||
| Sales | Changes in fair value | Total | |||||||||||||||
| (Amounts in thousands) | |||||||||||||||||
| Net realized investment gains (losses) | |||||||||||||||||
Fixed maturity securities (1) (2) | $ | (9,254) | $ | 5,917 | $ | (3,337) | |||||||||||
Equity securities (1) (3) | 47,981 | 28,955 | 76,936 | ||||||||||||||
Short-term investments (1) | — | 5 | 5 | ||||||||||||||
Note receivable (1) | — | (123) | (123) | ||||||||||||||
| Options sold | 8,606 | (117) | 8,489 | ||||||||||||||
| Total | $ | 47,333 | $ | 34,637 | $ | 81,970 | |||||||||||
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| Six Months Ended June 30, 2025 | |||||||||||||||||
| Gains (Losses) Recognized in Net Income | |||||||||||||||||
| Sales | Changes in fair value | Total | |||||||||||||||
| (Amounts in thousands) | |||||||||||||||||
| Net realized investment gains (losses) | |||||||||||||||||
Fixed maturity securities (1) (2) | $ | (17,165) | $ | 8,984 | $ | (8,181) | |||||||||||
Equity securities (1) (3) | 60,191 | (7,509) | 52,682 | ||||||||||||||
Short-term investments (1) | — | (10) | (10) | ||||||||||||||
Notes receivable (1) | — | 600 | 600 | ||||||||||||||
| Options sold | 2,701 | (991) | 1,710 | ||||||||||||||
| Total | $ | 45,727 | $ | 1,074 | $ | 46,801 | |||||||||||
__________
(1)The changes in fair value of the investment portfolio and notes receivable resulted from application of the fair value option.
(2)The increase in fair value of fixed maturity securities for the first half of 2026 primarily resulted from the improvement in overall market conditions affecting the Company's fixed maturity securities. The increase in fair value of fixed maturity securities for the first half of 2025 primarily resulted from decreases in overall long-term market interest rates.
(3)The increase in fair value of equity securities for the first half of 2026 primarily resulted from the overall improvement in equity markets. The decrease in fair value of equity securities for the first half of 2025 primarily resulted from the decline in equity markets associated with the Company's equity securities.
Net Income
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Amounts in thousands, except per share data) | |||||||||||
| Net income | $ | 453,922 | $ | 58,145 | |||||||
| Basic average shares outstanding | 55,389 | 55,389 | |||||||||
| Diluted average shares outstanding | 55,389 | 55,389 | |||||||||
| Basic Per Share Data: | |||||||||||
| Net income | $ | 8.20 | $ | 1.05 | |||||||
| Net realized investment gains, net of tax | $ | 1.17 | $ | 0.67 | |||||||
| Diluted Per Share Data: | |||||||||||
| Net income | $ | 8.20 | $ | 1.05 | |||||||
| Net realized investment gains, net of tax | $ | 1.17 | $ | 0.67 | |||||||
LIQUIDITY AND CAPITAL RESOURCES
A. Cash Flows
The Company has generated positive cash flow from operations in each full year since the public offering of its common stock in November 1985. The Company does not attempt to match the duration and timing of asset maturities with those of liabilities; rather, it manages its portfolio with a view towards maximizing total return with an emphasis on after-tax income. With combined cash and short-term investments of $2,069.2 million at June 30, 2026, the Company believes its cash flow from future operations is adequate to satisfy its liquidity requirements. Investment maturities are also available to meet the Company’s liquidity needs. However, the Company operates in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. Accordingly, there can be no assurance that the Company’s sources of funds will be sufficient to meet its liquidity needs or that the Company will not be required to raise additional funds to meet those needs or for future business expansion, through the sale of equity or debt securities or from credit facilities with lending institutions.
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Net cash provided by operating activities for the six months ended June 30, 2026 was $543.3 million, an increase of $240.4 million from the corresponding period in 2025. The increase was primarily due to an increase in premium collections and a decrease in payments for losses and loss adjustment expenses, net of reinsurance, partially offset by increases in payments for operating expenses and income taxes. The Company utilized the cash provided by operating activities during the six months ended June 30, 2026 primarily for the net purchases of investment securities and payment of dividends to its shareholders.
The following table presents the estimated fair value of fixed maturity securities at June 30, 2026 by contractual maturity in the next five years:
| Fixed Maturity Securities | |||||
| (Amounts in thousands) | |||||
| Due in one year or less | $ | 269,933 | |||
| Due after one year through two years | 156,353 | ||||
| Due after two years through three years | 174,154 | ||||
| Due after three years through four years | 182,107 | ||||
| Due after four years through five years | 142,162 | ||||
| Total due within five years | $ | 924,709 | |||
B. Reinsurance
For California homeowners policies, the Company has reduced its catastrophe exposure from earthquakes by placing earthquake risks directly with the California Earthquake Authority ("CEA"). However, the Company continues to have catastrophe exposure to fires following an earthquake.
The Company is the assuming reinsurer under a Catastrophe Portfolio Participation Reinsurance Contract (the "Contract") effective through December 31, 2028. The Company reimburses a group of affiliates of a ceding company for a proportional share of a portfolio of catastrophe losses based on the premiums ceded to the Company under the Contract, to the extent the actual loss ratio exceeds the threshold loss ratio of 73.5%. The total assumed premium under the Contract is $15.0 million for each of the 12-month periods ending December 31, 2025 through 2028. The total possible amount of losses for the Company under the Contract is $30.0 million for each of the 12-month periods ending December 31, 2025 through 2028. The Company recognized incurred losses of approximately $1.1 million and $(0.4) million for the three months ended June 30, 2026 and 2025, respectively, and $(4.1) million and $(2.0) million for the six months ended June 30, 2026 and 2025, respectively, under the Contract. The negative incurred losses for the three months ended June 30, 2025 and the six months ended June 30, 2026 and 2025 resulted primarily from favorable development on prior years' catastrophe losses that had previously been ceded to the Company under the Contract.
The Company is the assuming reinsurer under a Property Quota Share Reinsurance Contract ("Quota Share Contract") effective through December 31, 2026 and reimburses ceding companies for a proportional share of losses based on the premiums ceded to the Company under the Quota Share Contract. The total annual assumed premium under the Quota Share Contract is approximately $17 million and $11 million for the 12 months ending December 31, 2026 and 2025, respectively. The total annual possible amount of losses that can be ceded to the Company under the Quota Share Contract is approximately $60 million and $32 million for the 12 months ending December 31, 2026 and 2025, respectively. The Company recognized incurred losses of approximately $3.4 million and $2.1 million for the three months ended June 30, 2026 and 2025, respectively, and $6.9 million and $4.2 million for the six months ended June 30, 2026 and 2025, respectively, under the Quota Share Contract.
The Company is the assuming reinsurer under a Catastrophe Quota Share Reinsurance Agreement ("Quota Share Agreement") effective through December 31, 2026 and reimburses ceding companies for a proportional share of losses based on the premiums ceded to the Company under the Quota Share Agreement. The total assumed premium under the Quota Share Agreement is approximately $5 million for the 12 months ending December 31, 2026. The total possible amount of losses for the Company under the Quota Share Agreement is approximately $12 million for the 12 months ending December 31, 2026. The Company recognized incurred losses of approximately $0.5 million and $1.9 million for the three and six months ended June 30, 2026, respectively, under the Quota Share Agreement. The Quota Share Agreement commenced on January 1, 2026.
The Company is the ceding party to a Catastrophe Reinsurance Treaty (the "Treaty") covering a wide range of perils that is effective through June 30, 2027. For the 12 months ending June 30, 2027 and 2026, the Treaty provides approximately $2,790 million and $2,140 million of coverage, respectively, on a per occurrence basis after covered catastrophe losses exceed the Company retention limit of $200 million. The Treaty ending June 30, 2027 and 2026 each excludes coverage for any
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Florida business and for California earthquake losses on fixed property policies such as homeowners, but does cover losses from fires following an earthquake. The Treaty ending June 30, 2027 and 2026 each includes additional restrictions as noted below. Coverage terms and conditions also vary among various participants in different layers of coverage.
Coverage on individual catastrophes provided for the 12 months ending June 30, 2027 under the Treaty is presented below in various layers:
| Catastrophe Losses and LAE | |||||||||||||||||
| In Excess of | Up to | Percentage of Coverage | |||||||||||||||
| (Amounts in millions) | |||||||||||||||||
| Retained | $ | — | $ | 200 | — | % | |||||||||||
| Layer of Coverage | 200 | 400 | 95.0 | ||||||||||||||
Layer of Coverage (1) | 400 | 1,600 | 100.0 | ||||||||||||||
Layer of Coverage (2) | 1,600 | 1,750 | 100.0 | ||||||||||||||
Layer of Coverage (3) | 1,750 | 2,000 | 100.0 | ||||||||||||||
Layer of Coverage (1) | 2,000 | 3,000 | 100.0 | ||||||||||||||
__________
(1) Layer of Coverage represents multiple actual treaty layers that are grouped for presentation purposes.
(2) The coverage of this layer is provided by a catastrophe bond that is in effect from July 15, 2025 through July 14, 2028. This layer is not subject to reinstatement.
(3) 60% of this layer is provided by a catastrophe bond that is in effect from July 1, 2026 through June 30, 2029, with the remaining provided by traditional reinsurers at equivalent terms. This layer is not subject to reinstatement.
Coverage on individual catastrophes provided for the 12 months ended June 30, 2026 under the Treaty is presented below in various layers:
| Catastrophe Losses and LAE | |||||||||||||||||
| In Excess of | Up to | Percentage of Coverage | |||||||||||||||
| (Amounts in millions) | |||||||||||||||||
| Retained | $ | — | $ | 200 | — | % | |||||||||||
Layer of Coverage (1) | 200 | 300 | 90.0 | ||||||||||||||
Layer of Coverage (2) | 300 | 1,600 | 100.0 | ||||||||||||||
Layer of Coverage (3) | 1,600 | 1,750 | 100.0 | ||||||||||||||
Layer of Coverage (2) | 1,750 | 2,350 | 100.0 | ||||||||||||||
__________
(1) 10% of this layer is not subject to reinstatement. The percent of coverage of 90% noted for this layer is for the first catastrophe event. In the event of the second catastrophe, the percent of coverage for this layer is 80%.
(2) Layer of Coverage represents multiple actual treaty layers that are grouped for presentation purposes.
(3) The coverage of this layer is provided by a catastrophe bond that is in effect from July 15, 2025 through July 14, 2028. This layer is not subject to reinstatement.
The table below presents the combined total reinsurance premiums under the Treaty (annual premiums and reinstatement premiums) for the 12 months ending June 30, 2027 and 2026, respectively:
| Treaty | Annual Premium (1) | Reinstatement Premium (2) | Total Combined Premium (2) | |||||||||||||||||
| (Amounts in millions) | ||||||||||||||||||||
For the 12 months ending June 30, 2027 | $ | 229 | $ | — | $ | 229 | ||||||||||||||
For the 12 months ended June 30, 2026 | $ | 237 | $ | — | $ | 237 | ||||||||||||||
__________
(1) The decrease in the annual premium is primarily due to decreases in reinsurance rates resulting from increases in coverage capacity in the reinsurance market.
(2) The reinstatement premium and the total combined premium for the treaty period ending June 30, 2027 are projected amounts to be paid based on the latest information available. The reinstatement premium and the total combined premium for the treaty period ended June 30, 2026 are based on actual amounts paid.
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The Treaty ending June 30, 2027 and 2026 each provides for one full reinstatement of coverage limits except for certain layers of coverage noted in the tables above. Reinstatement premiums are based on the amount of reinsurance benefits used by the Company at 100% of the annual premium rate, with the exception of the reinstatement restrictions noted in the tables above, up to the maximum reinstatement premium of approximately $202 million and $221 million if the full amount of benefits is used for the 12 months ending June 30, 2027 and 2026, respectively.
The total amount of reinstatement premiums is recorded as ceded reinstatement premiums written at the time of the catastrophe event based on the total amount of reinsurance benefits expected to be used for the event, and such reinstatement premiums are recognized ratably over the remaining term of the Treaty as ceded reinstatement premiums earned.
The catastrophe events that occurred in 2026 caused approximately $93 million in losses and loss adjustment expenses to the Company before reinsurance, resulting primarily from storms in Texas and Oklahoma. The catastrophe events that occurred in 2025 caused approximately $1,879 million in losses and loss adjustment expenses to the Company before reinsurance as of June 30, 2026, resulting primarily from the Palisades and Eaton wildfires in California and storms in Texas, Oklahoma and California. Catastrophe losses for the events that occurred in 2025 was reduced by approximately $612 million of subrogation recorded on the Palisades and Eaton wildfires. All of the reinsurance benefits available for the 12 months ended June 30, 2025 under the Treaty, approximately $1,290 million, were used for losses from the Palisades and Eaton wildfires in the first quarter of 2025, and limits totaling $1,238 million were reinstated. See Note 10. Loss and Loss Adjustment Expense Reserves of the Notes to Consolidated Financial Statements for additional information. None of the 2025 catastrophe events, other than the Palisades and Eaton wildfires, individually resulted in losses in excess of the Company’s per-occurrence retention limit of $200 million and $150 million under the Treaty for the 12 months ended June 30, 2026 and 2025, respectively.
The Company carries a commercial umbrella reinsurance treaty and a per-risk property reinsurance treaty, and seeks facultative arrangements for large property risks. In addition, the Company has other reinsurance in force that is not material to the consolidated financial statements. If any reinsurers are unable to perform their obligations under a reinsurance treaty, the Company will be required, as primary insurer, to discharge all obligations to its policyholders in their entirety.
C. Invested Assets
Portfolio Composition
An important component of the Company’s financial results is the return on its investment portfolio. The Company’s investment strategy emphasizes safety of principal and consistent income generation, within a total return framework. The investment strategy has historically focused on maximizing after-tax yield with a primary emphasis on maintaining a well-diversified, investment grade, fixed income portfolio to support the underlying liabilities and achieve return on capital and profitable growth. The Company believes that investment yield is maximized by selecting assets that perform favorably on a long-term basis and by disposing of certain assets to enhance after-tax yield and minimize the potential effect of downgrades and defaults. The Company believes that this strategy enables the optimal investment performance necessary to sustain investment income over time. The Company’s portfolio management approach utilizes a market risk and consistent asset allocation strategy as the primary basis for the allocation of interest sensitive, liquid and credit assets as well as for determining overall below investment grade exposure and diversification requirements. Within the ranges set by the asset allocation strategy, tactical investment decisions are made in consideration of prevailing market conditions.
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The following table presents the composition of the total investment portfolio of the Company at June 30, 2026:
Cost (1) | Fair Value | ||||||||||
| (Amounts in thousands) | |||||||||||
| Fixed maturity securities: | |||||||||||
| U.S. government bonds | $ | 14,927 | $ | 14,757 | |||||||
| Municipal securities | 3,719,122 | 3,741,325 | |||||||||
| Mortgage-backed securities | 535,913 | 526,008 | |||||||||
| Corporate securities | 693,648 | 692,938 | |||||||||
| Collateralized loan obligations | 763,032 | 750,504 | |||||||||
| Other asset-backed securities | 75,460 | 63,012 | |||||||||
| 5,802,102 | 5,788,544 | ||||||||||
| Equity securities: | |||||||||||
| Common stock | 674,453 | 836,610 | |||||||||
| Non-redeemable preferred stock | 52,205 | 38,367 | |||||||||
| Private equity investment | 5,000 | 5,000 | |||||||||
Private equity funds measured at net asset value (2) | 129,271 | 94,235 | |||||||||
| 860,929 | 974,212 | ||||||||||
| Short-term investments | 368,338 | 368,357 | |||||||||
| Total investments | $ | 7,031,369 | $ | 7,131,113 | |||||||
______________
(1) Fixed maturities and short-term bonds at amortized cost; equities and other short-term investments at cost.
(2) The fair value is measured using the NAV practical expedient. See Note 5. Fair Value Measurements of the Notes to Consolidated Financial Statements for additional information.
At June 30, 2026, 44.7% of the Company’s total investment portfolio at fair value and 55.1% of its total fixed maturity securities at fair value were invested in tax-exempt state and municipal bonds. Equity holdings consist of non-redeemable preferred stocks, common stocks on which dividend income is partially tax-sheltered by the 50% corporate dividend received deduction, private equity funds, and private equity investment which is a direct investment in a private company. At June 30, 2026, 92.7% of short-term investments consisted of highly rated short-duration securities redeemable on a daily or weekly basis.
Fixed Maturity Securities and Short-Term Investments
Fixed maturity securities include debt securities, which are mostly long-term bonds and other debt with maturities of at least one year from purchase, and which may have fixed or variable principal payment schedules, may be held for indefinite periods of time, and may be used as a part of the Company’s asset/liability strategy or sold in response to changes in interest rates, anticipated prepayments, risk/reward characteristics, liquidity needs, tax planning considerations, or other economic factors. Short-term instruments include money market accounts, options, and short-term bonds that are highly rated short duration securities and redeemable within one year.
A primary exposure for the fixed maturity securities is interest rate risk. The longer the duration, the more sensitive the asset is to market interest rate fluctuations. As assets with longer maturity dates tend to produce higher current yields, the Company’s historical investment philosophy has resulted in a portfolio with a moderate duration. The Company's portfolio is heavily weighted in investment grade tax-exempt municipal bonds. Fixed maturity securities purchased by the Company typically have call options attached, which further reduce the duration of the asset as interest rates decline. The holdings that are heavily weighted with high coupon issues, are expected to be called prior to maturity. Modified duration measures the length of time it takes, on average, to receive the present value of all the cash flows produced by a bond, including reinvestment of interest. As it measures four factors (maturity, coupon rate, yield and call terms) which determine sensitivity to changes in interest rates, modified duration is considered a better indicator of price volatility than simple maturity alone.
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The following table presents the maturities and durations of the Company's fixed maturity securities:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in years) | |||||||||||
| Fixed Maturity Securities | |||||||||||
| Nominal average maturity: | |||||||||||
| excluding short-term investments | 16.4 | 14.7 | |||||||||
| including short-term investments | 15.4 | 13.8 | |||||||||
| Call-adjusted average maturity: | |||||||||||
| excluding short-term investments | 5.2 | 4.8 | |||||||||
| including short-term investments | 4.9 | 4.5 | |||||||||
| Modified duration reflecting anticipated early calls: | |||||||||||
| excluding short-term investments | 4.4 | 4.6 | |||||||||
| including short-term investments | 4.1 | 4.4 | |||||||||
Another exposure related to the fixed maturity securities is credit risk, which is managed by maintaining a weighted-average portfolio credit quality rating of AA- and, A+, at fair value, at June 30, 2026 and December 31, 2025, respectively. The Company's municipal bond holdings, of which 85.3% were tax exempt, represented 55.1% of its fixed maturity securities portfolio at June 30, 2026, at fair value, and are broadly diversified geographically. See Part I-Item 3. Quantitative and Qualitative Disclosures About Market Risks for a breakdown of municipal bond holdings by state.
To calculate the weighted-average credit quality ratings disclosed throughout this Quarterly Report on Form 10-Q, individual securities were weighted based on fair value and credit quality ratings assigned by nationally recognized securities rating organizations.
Taxable holdings consist principally of investment grade issues. At June 30, 2026, fixed maturity securities holdings rated below investment grade and non-rated bonds totaled $9.1 million and $24.7 million, respectively, at fair value, and represented 0.2% and 0.4%, respectively, of total fixed maturity securities. At December 31, 2025, fixed maturity securities holdings rated below investment grade and non-rated bonds totaled $10.1 million and $50.6 million, respectively, at fair value, and represented 0.2% and 0.9%, respectively, of total fixed maturity securities.
The overall credit ratings for the Company’s fixed maturity securities portfolio were relatively stable during the six months ended June 30, 2026, with 96.7% of fixed maturity securities at fair value experiencing no change in their overall rating. 2.5% and 0.8% of fixed maturity securities at fair value experienced upgrades and downgrades, respectively, during the six months ended June 30, 2026.
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The following table presents the credit quality ratings of the Company’s fixed maturity securities by security type at fair value:
| June 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||
| Security Type | AAA(1) | AA(1) | A(1) | BBB(1) | Non-Rated/Other(1) | Total Fair Value(1) | ||||||||||||||||||||||||||||||||
| U.S. government bonds: | ||||||||||||||||||||||||||||||||||||||
| Treasuries | $ | 14,757 | $ | — | $ | — | $ | — | $ | — | $ | 14,757 | ||||||||||||||||||||||||||
| Total | 14,757 | — | — | — | — | 14,757 | ||||||||||||||||||||||||||||||||
| 100.0 | % | — | % | — | % | — | % | — | % | 100.0 | % | |||||||||||||||||||||||||||
| Municipal securities: | ||||||||||||||||||||||||||||||||||||||
| Insured | 76,468 | 254,189 | 86,776 | 24,716 | 1,002 | 443,151 | ||||||||||||||||||||||||||||||||
| Uninsured | 217,825 | 1,585,190 | 1,340,190 | 145,025 | 9,944 | 3,298,174 | ||||||||||||||||||||||||||||||||
| Total | 294,293 | 1,839,379 | 1,426,966 | 169,741 | 10,946 | 3,741,325 | ||||||||||||||||||||||||||||||||
| 7.9 | % | 49.2 | % | 38.1 | % | 4.5 | % | 0.3 | % | 100.0 | % | |||||||||||||||||||||||||||
| Mortgage-backed securities: | ||||||||||||||||||||||||||||||||||||||
| Commercial | 15,924 | — | — | — | — | 15,924 | ||||||||||||||||||||||||||||||||
| Agencies | — | 73,735 | — | — | — | 73,735 | ||||||||||||||||||||||||||||||||
| Non-agencies: | ||||||||||||||||||||||||||||||||||||||
| Prime | 253,124 | 182,077 | — | — | 250 | 435,451 | ||||||||||||||||||||||||||||||||
| Alt-A | — | 367 | 77 | — | 454 | 898 | ||||||||||||||||||||||||||||||||
| Total | 269,048 | 256,179 | 77 | — | 704 | 526,008 | ||||||||||||||||||||||||||||||||
| 51.2 | % | 48.7 | % | — | % | — | % | 0.1 | % | 100.0 | % | |||||||||||||||||||||||||||
| Corporate securities: | ||||||||||||||||||||||||||||||||||||||
| Basic Materials | — | — | — | 4,411 | — | 4,411 | ||||||||||||||||||||||||||||||||
| Communications | — | — | — | 3,703 | — | 3,703 | ||||||||||||||||||||||||||||||||
| Consumer, cyclical | — | — | 19,786 | 13,465 | — | 33,251 | ||||||||||||||||||||||||||||||||
| Consumer, non-cyclical | — | 15,057 | 74,126 | 5,088 | — | 94,271 | ||||||||||||||||||||||||||||||||
| Energy | — | 6,333 | — | 37,024 | — | 43,357 | ||||||||||||||||||||||||||||||||
| Financial | — | 91,832 | 369,547 | 17,796 | — | 479,175 | ||||||||||||||||||||||||||||||||
| Industrial | — | — | 6,068 | 11,080 | — | 17,148 | ||||||||||||||||||||||||||||||||
| Technology | — | — | 1,778 | — | — | 1,778 | ||||||||||||||||||||||||||||||||
| Utilities | — | — | — | 15,844 | — | 15,844 | ||||||||||||||||||||||||||||||||
| Total | — | 113,222 | 471,305 | 108,411 | — | 692,938 | ||||||||||||||||||||||||||||||||
| — | % | 16.3 | % | 68.1 | % | 15.6 | % | — | % | 100.0 | % | |||||||||||||||||||||||||||
| Collateralized loan obligations: | ||||||||||||||||||||||||||||||||||||||
| Corporate | 128,830 | 217,582 | 381,929 | — | 22,163 | 750,504 | ||||||||||||||||||||||||||||||||
| Total | 128,830 | 217,582 | 381,929 | — | 22,163 | 750,504 | ||||||||||||||||||||||||||||||||
| 17.2 | % | 29.0 | % | 50.8 | % | — | % | 3.0 | % | 100.0 | % | |||||||||||||||||||||||||||
| Other asset-backed securities | 2,817 | 11,648 | 22,495 | 23,552 | 2,500 | 63,012 | ||||||||||||||||||||||||||||||||
| 4.5 | % | 18.5 | % | 35.7 | % | 37.3 | % | 4.0 | % | 100.0 | % | |||||||||||||||||||||||||||
| Total | $ | 709,745 | $ | 2,438,010 | $ | 2,302,772 | $ | 301,704 | $ | 36,313 | $ | 5,788,544 | ||||||||||||||||||||||||||
| 12.3 | % | 42.1 | % | 39.8 | % | 5.2 | % | 0.6 | % | 100.0 | % | |||||||||||||||||||||||||||
_____________
(1)Intermediate ratings are included at each level (e.g., AA includes AA+, AA and AA-).
U.S. Government Bonds
The Company had $14.8 million and $21.5 million, or 0.3% and 0.4% of its fixed maturity securities portfolio, at fair value, in U.S. government bonds at June 30, 2026 and December 31, 2025, respectively. Moody's and Fitch ratings for U.S.
43
government-issued debt were Aa1 and AA+, respectively, at June 30, 2026 and December 31, 2025. The modified duration of the U.S. government bonds portfolio reflecting anticipated early calls was 4.4 years and 2.9 years at June 30, 2026 and December 31, 2025, respectively.
Municipal Securities
The Company had $3.74 billion and $3.54 billion, or 64.6% and 65.2% of its fixed maturity securities portfolio, at fair value, in municipal securities at June 30, 2026 and December 31, 2025, respectively. At each of June 30, 2026 and December 31, 2025, the weighted-average rating of the Company’s total municipal securities was AA-. 14.7% and 18.9% of the Company's municipal securities, at fair value, were subject to federal taxes at June 30, 2026 and December 31, 2025, respectively. The modified duration of the municipal securities portfolio reflecting anticipated early calls was 4.4 years and 4.9 years at June 30, 2026 and December 31, 2025, respectively.
At June 30, 2026 and December 31, 2025, $443.2 million and $456.8 million, respectively, of the Company's municipal securities, at fair value, were insured. The Company considers the strength of the underlying credit as a buffer against potential market value declines which may result from future rating downgrades of the bond insurers. In addition, the Company has a long-term time horizon for its municipal bond holdings, which generally allows it to recover the full principal amounts upon maturity and avoid forced sales prior to maturity of bonds that have declined in market value due to the bond insurers’ rating downgrades. Based on the uncertainty surrounding the financial condition of these insurers, it is possible that there will be future downgrades to below investment grade ratings by the rating agencies in the future, and such downgrades could impact the estimated fair value of municipal bonds.
Mortgage-Backed Securities
The Company had mortgage-backed securities portfolio of $526.0 million and $297.4 million, or 9.1% and 5.5% of the Company's fixed maturity securities portfolio at fair value, at June 30, 2026 and December 31, 2025, respectively. Substantially all of the Company's mortgage-backed securities portfolio at those dates was categorized as loans to “prime” residential and commercial real estate borrowers. The Company had holdings of $15.9 million and $11.2 million at fair value ($16.3 million and $11.3 million at amortized cost) in commercial mortgage-backed securities at June 30, 2026 and December 31, 2025, respectively.
The weighted-average rating of the entire mortgage-backed securities portfolio was AA+ at each of June 30, 2026 and December 31, 2025. The modified duration of the mortgage-backed securities portfolio reflecting anticipated early calls was 4.1 years and 3.4 years at June 30, 2026 and December 31, 2025, respectively.
Corporate Securities
Corporate securities included in fixed maturity securities were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Corporate securities at fair value | $ | 692,938 | $ | 751,602 | |||||||
| Percentage of total fixed maturity securities portfolio | 12.0 | % | 13.8 | % | |||||||
| Modified duration | 3.1 years | 2.9 years | |||||||||
| Weighted-average rating | A | A | |||||||||
Collateralized Loan Obligations
Collateralized loan obligations included in fixed maturity securities were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Collateralized loan obligations at fair value | $ | 750,504 | $ | 722,794 | |||||||
| Percentage of total fixed maturity securities portfolio | 13.0 | % | 13.3 | % | |||||||
| Modified duration | 6.1 years | 5.9 years | |||||||||
| Weighted-average rating | AA- | AA- | |||||||||
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Other Asset-Backed Securities
Other asset-backed securities included in fixed maturity securities were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Other asset-backed securities at fair value | $ | 63,012 | $ | 98,455 | |||||||
| Percentage of total fixed maturity securities portfolio | 1.1 | % | 1.8 | % | |||||||
| Modified duration | 2.1 years | 0.9 years | |||||||||
| Weighted-average rating | A- | A- | |||||||||
Equity Securities
Equity holdings of $974.2 million and $812.8 million at fair value, as of June 30, 2026 and December 31, 2025, respectively, consisted of non-redeemable preferred stocks, common stocks on which dividend income is partially tax-sheltered by the 50% corporate dividend received deduction, private equity funds, and private equity investment which is a direct investment in a private company. The Company had a net gain (loss) of $29.0 million and $(7.5) million due to changes in fair value of the Company’s equity securities portfolio for the six months ended June 30, 2026 and 2025, respectively. The primary cause for the increase in fair value of the Company’s equity securities portfolio for the six months ended June 30, 2026 was the overall improvement in equity markets. The primary cause for the decrease in fair value of the Company’s equity securities portfolio for the six months ended June 30, 2025 was the decline in equity markets associated with the Company's equity securities.
The Company’s common stock allocation is intended to enhance the return of and provide diversification for the total portfolio. At June 30, 2026, 13.7% of the total investment portfolio at fair value was held in equity securities, compared to 12.4% at December 31, 2025. The Company reduced its equity security holdings in January 2025 to ensure ample liquidity for losses from the Palisades and Eaton wildfires and to reduce volatility in the investment portfolio (see "Equity Price Risk" under Item 3 below).
D. Debt
The Company's debts at June 30, 2026 were $900 million of senior unsecured notes that are publicly traded and $50 million drawn under an unsecured credit facility. For additional information on these debts, see Note 11. Notes Payable of the Notes to Consolidated Financial Statements.
The Company was in compliance with all of the financial covenants pertaining to minimum statutory surplus, debt to total capital ratio, and risk based capital ratio under the unsecured credit facility at June 30, 2026.
E. Regulatory Capital Requirements
Among other considerations, industry and regulatory guidelines suggest that the ratio of a property and casualty insurer’s annual net premiums written to statutory policyholders’ surplus should not exceed 3.0 to 1. Based on the combined surplus of all the Insurance Companies of $2.77 billion at June 30, 2026, and net premiums written of $6.04 billion for the twelve months ended on that date, the ratio of net premiums written to surplus was 2.18 to 1 at June 30, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
The Company is subject to various market risk exposures primarily due to its investing and borrowing activities. Primary market risk exposures are changes in interest rates, equity prices, and credit risk. Adverse changes to these rates and prices may occur due to changes in the liquidity of a market, or to changes in market perceptions of creditworthiness and risk tolerance. The following disclosure reflects estimates of future performance and economic conditions. Actual results may differ.
Overview
The Company’s investment policies define the overall framework for managing market and investment risks, including accountability and controls over risk management activities, and specify the investment limits and strategies that are appropriate given the liquidity, surplus, product profile, and regulatory requirements of the subsidiaries. Executive oversight of investment
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activities is conducted primarily through the Company’s investment committee. The Company’s investment committee focuses on strategies to enhance after-tax yields, mitigate market risks, and optimize capital to improve profitability and returns.
The Company manages exposures to market risk through the use of asset allocation, duration, and credit ratings. Asset allocation limits place restrictions on the total amount of funds that may be invested within an asset class. Duration limits on the fixed maturity securities portfolio place restrictions on the amount of interest rate risk that may be taken. Comprehensive day-to-day management of market risk within defined tolerance ranges occurs as portfolio managers buy and sell within their respective markets based upon the acceptable boundaries established by investment policies.
Credit Risk
Credit risk results from uncertainty in a counterparty’s ability to meet its obligations. Credit risk is managed by maintaining a high credit quality fixed maturity securities portfolio. The estimated weighted-average credit quality rating of the fixed maturity securities portfolio was AA- and A+, at fair value, at June 30, 2026 and December 31, 2025, respectively.
The following table presents fixed maturity municipal securities by state in descending order of holdings at fair value at June 30, 2026:
| States | Fair Value | Average Rating | |||||||||
| (Amounts in thousands) | |||||||||||
| Florida | $ | 488,639 | A+ | ||||||||
| Texas | 345,471 | AA | |||||||||
| California | 344,407 | AA- | |||||||||
| New York | 337,988 | AA | |||||||||
| Pennsylvania | 222,627 | A+ | |||||||||
| Other states | 2,002,193 | AA- | |||||||||
| Total | $ | 3,741,325 | |||||||||
At June 30, 2026, the fixed maturity municipal securities portfolio was broadly diversified among the states and the largest holdings were in populous states such as Florida and Texas. These holdings were further diversified primarily among cities, counties, schools, public works, hospitals, and state general obligations. The Company seeks to minimize overall credit risk and ensure diversification by limiting exposure to any particular issuer.
Taxable fixed maturity securities represented 44.9% of the Company’s total fixed maturity securities portfolio at fair value at June 30, 2026. 0.01% of the Company’s taxable fixed maturity securities at fair value, representing 0.003% of its total fixed maturity securities portfolio at fair value, were rated below investment grade at June 30, 2026. Below investment grade issues are considered “watch list” items by the Company, and their status is evaluated within the context of the Company’s overall portfolio and its investment policy on an aggregate risk management basis, as well as their ability to recover their investment on an individual issue basis.
Equity Price Risk
Equity price risk is the risk that the Company will incur losses due to adverse changes in equity markets.
At June 30, 2026, the Company’s primary objective for common equity investments was current income. The fair value of the equity investments consisted of $836.6 million in common stocks, $38.4 million in non-redeemable preferred stocks, $5.0 million in private equity investment, and $94.2 million in private equity funds. Common stocks are typically valued for future economic prospects as perceived by the market.
Common stocks represented 11.7% of total investments at fair value at June 30, 2026. Beta is a measure of a security’s systematic (non-diversifiable) risk, which is measured by the percentage change in an individual security’s return for a 1% change in the return of the market.
46
Based on hypothetical reductions in the overall value of the stock market, the following table illustrates estimated reductions in the overall value of the Company’s common stock portfolio at June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||||||||
| (Amounts in thousands, except average Beta) | ||||||||||||||
| Average Beta | 0.90 | 0.84 | ||||||||||||
| Hypothetical reduction of 25% in the overall value of the stock market | $ | 187,401 | $ | 142,205 | ||||||||||
| Hypothetical reduction of 50% in the overall value of the stock market | $ | 374,801 | $ | 284,410 | ||||||||||
Interest Rate Risk
Interest rate risk is the risk that the Company will incur a loss due to adverse changes in interest rates relative to the interest rate characteristics of interest bearing assets and liabilities. The Company faces interest rate risk as it invests a substantial amount of funds in interest sensitive assets and holds interest sensitive liabilities. Interest rate risk includes risks related to changes in U.S. Treasury yields and other key benchmarks, as well as changes in interest rates resulting from widening credit spreads and credit exposure to collateralized securities.
The fixed maturity securities portfolio, which represented 81.2% of total investments at June 30, 2026 at fair value, is subject to interest rate risk. The change in market interest rates is inversely related to the change in the fair value of the fixed maturity securities portfolio. A common measure of the interest sensitivity of fixed maturity securities is modified duration, a calculation that utilizes maturity, coupon rate, yield and call terms to calculate an average age to receive the present value of all the cash flows produced by such assets, including reinvestment of interest. The longer the duration, the more sensitive the asset is to market interest rate fluctuations.
The Company has historically invested in fixed maturity securities with a goal of maximizing after-tax yields and holding assets to the maturity or call date. Since assets with longer maturities tend to produce higher current yields, the Company’s historical investment philosophy resulted in a portfolio with a moderate duration. Fixed maturity securities purchased by the Company typically have call options attached, which further reduce the duration of the asset as interest rates decline. The modified duration of the overall fixed maturity securities portfolio reflecting anticipated early calls was 4.1 years and 4.4 years at June 30, 2026 and December 31, 2025, respectively.
If interest rates were to rise by 100 and 200 basis points, the Company estimates that the fair value of its fixed maturity securities portfolio at June 30, 2026 would decrease by $255.1 million and $510.3 million, respectively. Conversely, if interest rates were to decrease, the fair value of the Company’s fixed maturity securities portfolio would rise, and it may cause a higher number of the Company's fixed maturity securities to be called away. The proceeds from the called fixed maturity securities would likely be reinvested at lower yields, which would result in lower overall investment income for the Company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.
As required by Securities and Exchange Commission Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the quarter covered by this Quarterly Report on Form 10-Q. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
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Changes in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies which may be identified during this process.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, named as a defendant in various lawsuits or regulatory actions incidental to its insurance business. The majority of lawsuits brought against the Company relate to insurance claims that arise in the normal course of business and are reserved for through the reserving process. For a discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The Company establishes reserves for non-insurance claims related lawsuits, regulatory actions, and other contingencies when the Company believes a loss is probable and is able to estimate its potential exposure. For loss contingencies believed to be reasonably possible, the Company also discloses the nature of the loss contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. In addition, the Company accrues for anticipated legal defense costs associated with such lawsuits and regulatory actions. While actual losses may differ from the amounts recorded and the ultimate outcome of the Company's pending actions is generally not yet determinable, the Company does not believe that the ultimate resolution of currently pending legal or regulatory proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition or cash flows.
In all cases, the Company vigorously defends itself unless a reasonable settlement appears appropriate. For a discussion of any additional legal matters, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. See also “Overview-C. Regulatory and Legal Matters” in Part I-Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.
There are no environmental proceedings arising under federal, state, or local laws or regulations to be discussed.
Item 1A. Risk Factors
The Company’s business, results of operations, and financial condition are subject to various risks. These risks are described elsewhere in this Quarterly Report on Form 10-Q and in the Company’s other filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The risk factors identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 have not changed in any material respect.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
48
Item 6. Exhibits
49
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.
| MERCURY GENERAL CORPORATION | |||||||||||
| Date: August 4, 2026 | By: | /s/ Gabriel Tirador | |||||||||
| Gabriel Tirador | |||||||||||
| Chief Executive Officer | |||||||||||
| Date: August 4, 2026 | By: | /s/ Theodore R. Stalick | |||||||||
| Theodore R. Stalick | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
50
Exhibit 10.3
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 31, 2026 (this “Amendment”), is among MERCURY GENERAL CORPORATION (the “Borrower”), each of the Lenders (as defined below) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (as defined below) and the L/C Issuer. Capitalized terms defined in the Credit Agreement (as defined below) are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.
WHEREAS, the Borrower is a party to that certain Second Amended and Restated Credit Agreement dated as of June 24, 2026 (as amended, restated, extended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and, as amended by this Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, the “Credit Agreement”), by and among Borrower, the various financial institutions from time to time party thereto as lenders (the “Lenders”), and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the L/C Issuer.Agent”) and the L/C Issuer.
WHEREAS, Borrower has requested that the Administrative Agent, the L/C Issuer and the Lenders amend the definition of Consolidated Debt as described herein.
WHEREAS, the Administrative Agent, the Lenders party hereto and the L/C Issuer are willing to agree to such amendments subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
SECTION 1. AMENDMENT TO SECTION 1.01 – DEFINED TERMS. Effective as of the First Amendment Effective Date (as hereinafter defined), Section 1.01 of the Existing Credit Agreement is hereby amended such that the following definition is amended and restated to read in full as follows:
“Consolidated Debt” means, as of any date of determination, the balance sheet amount of the consolidated Indebtedness of the Borrower and its Subsidiaries on that date, but excluding, solely with respect to any calculation with respect to the fiscal quarter ended June 30, 2026, any outstanding amount of the Existing 2027 Notes (it being understood that the Debt to Capital Ratio for the fiscal quarter ended June 30, 2026 shall be calculated using this definition of Consolidated Debt).
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective on the date first above written (the “First Amendment Effective Date”) upon satisfaction or waiver of the following conditions:
(a) The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Administrative Agent, the L/C Issuer, and the Required Lenders; and
(b) After giving effect to this Amendment, no Default or Event of Default shall exist
Without limiting the generality of the provisions of Section 9.04 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto.
SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Lenders, the L/C Issuer and the Administrative Agent to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent, the L/C Issuer and each Lender as follows:
3.1 Due Authorization, Non‑Contravention, etc. The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries, which could reasonably be expected to have a Material Adverse Effect, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law.
3.2 Government Approval, Regulation, etc. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment; except for approvals, consents, exemptions, authorizations, actions, notices or filings (i) which have already been obtained or made or (ii) for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and such failure could be cured without unreasonable delay or cost.
3.3 Validity, etc. This Amendment has been duly executed and delivered by the Borrower. This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.
3.4 No Default or Event of Default. No Default or Event of Default has occurred and is continuing or will result from the execution and delivery or effectiveness of this Amendment.
3.5 Representations and Warranties. The representations and warranties of the Borrower contained in Article V of the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.
SECTION 4. MISCELLANEOUS.
4.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment to the Existing Credit Agreement, and the Credit Agreement and all other Loan Documents shall remain in full force and effect and each is hereby ratified, approved and confirmed in each and every respect. After the effectiveness of this Amendment in accordance with its terms, all references to the Existing Credit Agreement in the Loan Documents or in any other document, instrument, agreement or writing shall be deemed to refer to the Credit Agreement.
4.2 Payment of Costs and Expenses. The Borrower agrees to pay all reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and out of pocket expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Amendment, pursuant to the terms of Section 10.04 of the Credit Agreement.
4.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction.
4.4 Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.
4.5 Execution in Counterparts. This Amendment may, if agreed by the Administrative Agent, be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation,
facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the other parties hereto shall be entitled to rely on any such Electronic Signature without further verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart.
4.6 Governing Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
4.7 Successors and Assigns. Subject to any restrictions on assignment contained in the Credit Agreement, the Credit Agreement and this Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
[Signatures follow]
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set forth above.
MERCURY GENERAL CORPORATION
By: /s/ Theodore R. Stalick
Name: Theodore R. Stalick
Title: Senior Vice President and
Chief Financial Officer
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Aamir Saleem
Name: Aamir Saleem
Title: Vice President
BANK OF AMERICA, N.A.,
as the L/C Issuer and a Lender
By: /s/ Richard Kim
Name: Richard Kim
Title: Senior Vice President
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as a Lender
By: /s/ Jonathan Berns
Name: Jonathan Berns
Title: Executive Director
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Joshua Metcalf
Name: Joshua Metcalf
Title: Vice President
BMO BANK N.A.,
as a Lender
By: /s/ Emily Stagliano
Name: Emily Stagliano
Title: Director
RAYMOND JAMES BANK,
as a Lender
By: /s/ Daniel Gendron
Name: Daniel Gendron
Title: Senior Vice President
Exhibit 15.1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Mercury General Corporation:
Results of Review of Interim Financial Information
We have reviewed the consolidated balance sheet of Mercury General Corporation and subsidiaries (the Company) as of June 30, 2026, the related consolidated statements of operations and shareholders' equity for the three-months and six-months periods ended June 30, 2026 and 2025, the related consolidated statements of cash flows for the six-month periods ended June 30, 2026 and 2025, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 17, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/S/ KPMG LLP | ||
Los Angeles, California
August 4, 2026
Exhibit 15.2
Awareness Letter of Independent Registered Public Accounting Firm
August 4, 2026
The Board of Directors
Mercury General Corporation
| Re: | Registration Statement No. 333-295812 | ||||
With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated August 4, 2026 related to our review of interim financial information.
Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.
| /s/ KPMG LLP | ||
Los Angeles, California
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Gabriel Tirador, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Mercury General Corporation;
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 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 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: August 4, 2026 | /s/ GABRIEL TIRADOR | |||||||
| Gabriel Tirador, Chief Executive Officer | ||||||||
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Theodore R. Stalick, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Mercury General Corporation;
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 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 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: August 4, 2026 | /s/ THEODORE R. STALICK | |||||||
| Theodore R. Stalick, Senior Vice President and Chief Financial Officer | ||||||||
Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. §1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Mercury General Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 4, 2026 | /s/ GABRIEL TIRADOR | |||||||
| Gabriel Tirador, Chief Executive Officer | ||||||||
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. §1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Mercury General Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 4, 2026 | /s/ THEODORE R. STALICK | |||||||
| Theodore R. Stalick, Senior Vice President and Chief Financial Officer | ||||||||
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.