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8-K

Rli Corp (RLI)

8-K 2026-04-22 For: 2026-04-22
View Original
Added on April 22, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

Graphic

RLI Corp.

(Exact name of registrant as specified in its charter)

Delaware 001-09463 37-0889946
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

9025 North Lindbergh Drive , Peoria , IL 61615
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: ( 309 ) 692-1000

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class ​ ​ ​ Trading Symbol ​ ​ ​ Name of each exchange on which registered
Common Stock $0.01 par value RLI New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 22, 2026, RLI Corp. announced its results of operations for the first quarter of 2026. Furnished as Exhibit 99.1 and incorporated herein by reference is the press release issued by RLI Corp.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. ​ ​ ​ Description
99.1 Press Release dated April 22, 2026.<br><br>This Exhibit is furnished pursuant to Item 2.02 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

RLI CORP.
Date: April 22, 2026 By: /s/ Aaron P. Diefenthaler
Aaron P. Diefenthaler
Chief Financial Officer

EXHIBIT 99.1

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RLI REPORTS FIRST QUARTER 2026 RESULTS

PEORIA, ILLINOIS, April 22, 2026 – RLI Corp. (NYSE: RLI) – RLI Corp. reported first quarter 2026 net earnings of $54.9 million ($0.60 per share), compared to $63.2 million ($0.68 per share) for the first quarter of 2025. Operating earnings^(1)^ for the first quarter of 2026 were $76.8 million ($0.83 per share), compared to $82.5 million ($0.89 per share) for the same period in 2025.

First Quarter
Earnings Per Diluted Share **** 2026 2025
Net earnings $ 0.60 $ 0.68
Operating earnings ^(1)(2)^ $ 0.83 $ 0.89

(1) See discussion below: Non-GAAP and Performance Measures.
(2) Equity in earnings of unconsolidated investees and the related taxes were removed from operating earnings and operating earnings per share, resulting in consistent exclusion of unrealized changes in equity investments from operating results. Prior period amounts have been recast to conform to the current definition.
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Highlights for the quarter included:

Underwriting income^(1)^ of $57.8 million on a combined ratio^(1)^ of 86.0.
Net investment income increased 15%, while gross premiums written increased 3%.
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Favorable development in prior years’ loss reserves resulted in a $31.3 million net increase in underwriting income.
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Book value per share of $19.54, an increase of 2% (inclusive of dividends) from year-end 2025.
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"We entered 2026 with positive underwriting results, delivering an 86 combined ratio across our diversified specialty portfolio,” said RLI Corp. President & CEO Craig Kliethermes. “Our core performance remained solid to start the year. Gross premiums written grew 3%, led by our casualty segment, and net investment income increased 15%, contributing meaningfully to quarterly results and reflecting the continued strength of our investment portfolio.”

“In a dynamic market, we remain focused on disciplined underwriting, rate adequacy and strategically deploying capital to take advantage of opportunities and reward our shareholders.”

Underwriting Income

RLI achieved $57.8 million of underwriting income in the first quarter of 2026 on an 86.0 combined ratio, compared to $70.5 million on an 82.3 combined ratio in 2025.

Results for both years include favorable development in prior years’ loss reserves, which resulted in a $31.3 million and $27.4 million net increase to underwriting income in 2026 and 2025, respectively.

The following table highlights underwriting income and combined ratios by segment for the first quarter.

Underwriting Income^(1)^ Combined Ratio^(1)^
(in millions) **** 2026 2025 **** **** **** 2026 2025
Casualty $ 7.3 $ 2.1 Casualty **** 97.1 99.1
Property **** 48.2 56.9 Property **** 61.9 57.1
Surety **** 2.3 11.5 Surety **** 93.7 68.5
Total $ 57.8 $ 70.5 Total **** 86.0 82.3

(1) See discussion below: Non-GAAP and Performance Measures.

Graphic

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Other Income

Net investment income for the quarter increased 15% to $42.3 million, compared to the same period in 2025. The investment portfolio’s total return was -0.4% for the quarter.

RLI’s comprehensive earnings were $29.5 million for the quarter ($0.32 per share), compared to $93.2 million ($1.01 per share) for the same quarter in 2025. In addition to net earnings, comprehensive earnings for 2026 included after-tax unrealized losses from the fixed income portfolio, due to rising interest rates.

Dividends Paid in First Quarter of 2026

On March 16, 2026, the company paid a regular quarterly dividend of $0.16 per share, the same amount as the prior quarter. RLI’s cumulative dividends total more than $1.1 billion paid over the last five years.

Non-GAAP and Performance Measures

Management has included certain non-generally accepted accounting principles (non-GAAP) financial measures in presenting the company’s results. Management believes that these non-GAAP measures further explain the company’s results of operations and allow for a more complete understanding of the underlying trends in the company’s business. These measures should not be viewed as a substitute for those determined in accordance with generally accepted accounting principles (GAAP). In addition, our definitions of these items may not be comparable to the definitions used by other companies.

Operating earnings and operating earnings per share (EPS) consist of our GAAP net earnings adjusted by net realized gains/(losses), net unrealized gains/(losses) on equity securities and taxes related thereto. Equity in earnings of unconsolidated investees and the related taxes were excluded from operating earnings and operating EPS beginning in the fourth quarter of 2025. The change was made to present a consistent approach in excluding all unrealized changes in equity investments. Operating earnings and operating EPS for prior periods have been recast to conform to the current definition. Net earnings and net earnings per share are the GAAP financial measures that are most directly comparable to operating earnings and operating EPS. A reconciliation of the operating earnings and operating EPS to the comparable GAAP financial measures is included in the 2026 financial highlights below.

Underwriting income or profit represents the pretax profitability of our insurance operations and is derived by subtracting loss and settlement expenses, policy acquisition costs and insurance operating expenses from net premium earned, which are all GAAP financial measures. The combined ratio, which is derived from components of underwriting income, is a performance measure commonly used by property and casualty insurance companies and is calculated as the sum of loss and settlement expenses, policy acquisition costs and insurance operating expenses, divided by net premiums earned, which are all GAAP measures.

Other News

During the first quarter, the company’s AM Best financial strength rating was upgraded to A++ (Superior) for the company’s insurance subsidiaries – RLI Insurance Company, Mt. Hawley Insurance Company and Contractors Bonding and Insurance Company. AM Best also upgraded the Long-Term Issuer Credit Ratings (ICR) for each RLI company to “aa+” (Superior) and upgraded the ICR of RLI’s publicly traded parent holding company, RLI Corp., to “a+” (Excellent).

At 12 p.m. central daylight time (CDT) on April 23, 2026, RLI management will hold a conference call to discuss quarterly results with insurance industry analysts. Interested parties may listen to the discussion at https://events.q4inc.com/attendee/570395995.

Except for historical information, this news release may include forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) including, without limitation, statements reflecting our current expectations about the future performance of our company or our business segments or about future market conditions. These statements are subject to certain risk factors that could cause actual results to differ materially. Various risk factors that could affect future results are listed in the company's filings with the Securities and Exchange Commission, including the Form 10-K Annual Report for the year ended December 31, 2025.

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About RLI

RLI Corp. (NYSE: RLI) is a specialty insurer serving niche property, casualty and surety markets. The company provides deep underwriting expertise and superior service to commercial and personal lines customers nationwide. RLI’s products are offered through its insurance subsidiaries – RLI Insurance Company, Mt. Hawley Insurance Company and Contractors Bonding and Insurance Company. All of RLI’s insurance subsidiaries are rated A++ (Superior) by AM Best Company. RLI has paid and increased regular dividends for 50 consecutive years and delivered underwriting profits for 30 consecutive years. To learn more about RLI, visit www.rlicorp.com.

Media Contact

Aaron Diefenthaler

Chief Financial Officer

309-693-5846

Investors@rlicorp.com

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Supplemental disclosure regarding the earnings impact of specific items:

Reserve Development^(1)^ and Catastrophe Losses,
Net of Reinsurance
Three Months Ended
March 31,
(Dollars in millions, except per share amounts) **** 2026 2025
Favorable development in casualty prior years' reserves $ 14.5 $ 5.1
Favorable development in property prior years' reserves $ 20.6 $ 17.6
Favorable development in surety prior years' reserves $ 0.4 $ 8.3
Net incurred losses related to:
2026 catastrophe events $ (16.0) $
2025 and prior catastrophe events $ $ (12.0)
Operating Earnings Per Share
Three Months Ended
March 31,
2026 2025
Operating Earnings Per Share^(2)(3)^ **** $ 0.83 $ 0.89
Specific items included in operating earnings per share:^(1)(4)^
Net favorable development in casualty prior years' reserves $ 0.10 $ 0.02
Net favorable development in property prior years' reserves $ 0.16 $ 0.14
Net favorable development in surety prior years' reserves $ $ 0.07
Net incurred losses related to:
2026 catastrophe events $ (0.12) $
2025 and prior catastrophe events $ $ (0.09)

(1) Reserve development reflects changes from previously estimated losses.
(2) See discussion above: Non-GAAP and Performance Measures.
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(3) Equity in earnings of unconsolidated investees and the related taxes were removed from operating earnings and operating earnings per share beginning in the fourth quarter of 2025, resulting in consistent exclusion of unrealized changes in equity investments from operating results. Prior period amounts have been recast to conform to the current definition.
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(4) Items included in operating earnings per share are after tax and incorporates incentive and profit sharing-related impacts which affected policy acquisition, insurance operating and general corporate expenses.
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RLI CORP

2026 FINANCIAL HIGHLIGHTS

(Unaudited)

(Dollars in thousands, except per share amounts)

Three Months Ended March 31,
SUMMARIZED INCOME STATEMENT DATA: **** 2026 **** 2025 % Change
Net premiums earned $ 411,386 $ 398,345 3.3 %
Net investment income 42,321 36,726 15.2 %
Net realized gains 9,559 14,912 (35.9) %
Net unrealized gains (losses) on equity securities (39,396) (42,318) (6.9) %
Consolidated revenue $ 423,870 $ 407,665 4.0 %
Loss and settlement expenses 193,244 177,238 9.0 %
Policy acquisition costs 132,075 123,687 6.8 %
Insurance operating expenses 28,280 26,874 5.2 %
Interest expense on debt 2,353 1,335 76.3 %
General corporate expenses 2,724 2,948 (7.6) %
Total expenses $ 358,676 $ 332,082 8.0 %
Equity in earnings of unconsolidated investees 2,147 3,048 (29.6) %
Earnings before income taxes $ 67,341 $ 78,631 (14.4) %
Income tax expense 12,456 15,417 (19.2) %
Net earnings $ 54,885 $ 63,214 (13.2) %
Other comprehensive earnings (loss), net of tax (25,366) 30,030 NM
Comprehensive earnings $ 29,519 $ 93,244 (68.3) %
Operating earnings^(1)^:
Net earnings $ 54,885 $ 63,214 (13.2) %
Less:
Net realized gains (9,559) (14,912) (35.9) %
Income tax on realized gains 2,007 3,132 (35.9) %
Net unrealized (gains) losses on equity securities 39,396 42,318 (6.9) %
Income tax on unrealized gains (losses) on equity securities (8,273) (8,888) (6.9) %
Equity in earnings of unconsolidated investees (2,147) (3,048) (29.6) %
Income tax on equity in earnings of unconsolidated investees 451 641 (29.6) %
Operating earnings^(2)^ $ 76,760 $ 82,457 (6.9) %
Return on Equity:
Net earnings 22.5 % 17.6 %
Comprehensive earnings 24.2 % 19.8 %
Per Share Data:
Diluted:
Weighted average shares outstanding (in 000's) 92,187 92,528
Net earnings per share $ 0.60 $ 0.68 (11.8) %
Less:
Net realized gains (0.10) (0.16) (37.5) %
Income tax on realized gains 0.01 0.03 (66.7) %
Net unrealized (gains) losses on equity securities 0.43 0.46 (6.5) %
Income tax on unrealized gains (losses) on equity securities (0.09) (0.09) (0.0) %
Equity in earnings of unconsolidated investees (0.02) (0.03) (33.3) %
Income tax on equity in earnings of unconsolidated investees %
Operating earnings per share^(1)(2)^ $ 0.83 $ 0.89 (6.7) %
Comprehensive earnings per share $ 0.32 $ 1.01 (68.3) %
Cash dividends per share - ordinary $ 0.16 $ 0.15 6.7 %
Net cash flow provided by operations $ 42,829 $ 103,514 (58.6) %

(1) See discussion above: Non-GAAP and Performance Measures.
(2) Equity in earnings of unconsolidated investees and the related taxes were removed from operating earnings and operating earnings per share beginning in the fourth quarter of 2025, resulting in consistent exclusion of unrealized changes in equity investments from operating results. Prior period amounts have been recast to conform to the current definition.
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NM = Not Meaningful 5

RLI CORP

2026 FINANCIAL HIGHLIGHTS

(Unaudited)

(Dollars in thousands, except per share amounts)

March 31, December 31,
**** 2026 **** 2025 % Change
SUMMARIZED BALANCE SHEET DATA:
Fixed income, at fair value $ 3,528,692 $ 3,533,336 (0.1) %
(amortized cost - $3,669,921 at 3/31/26)
(amortized cost - $3,642,362 at 12/31/25)
Equity securities, at fair value 864,912 898,876 (3.8) %
(cost - $539,859 at 3/31/26)
(cost - $534,311 at 12/31/25)
Short-term investments 386,219 120,562 NM
Other invested assets 60,509 59,281 2.1 %
Cash and cash equivalents 49,121 51,565 (4.7) %
Total investments and cash $ 4,889,453 $ 4,663,620 4.8 %
Accrued investment income 30,456 30,026 1.4 %
Premiums and reinsurance balances receivable 243,451 212,226 14.7 %
Ceded unearned premiums 118,476 124,669 (5.0) %
Reinsurance balances recoverable on unpaid losses 740,503 746,798 (0.8) %
Deferred policy acquisition costs 176,187 172,648 2.0 %
Property and equipment 39,809 40,733 (2.3) %
Investment in unconsolidated investees 56,053 53,521 4.7 %
Goodwill and intangibles 53,562 53,562 0.0 %
Other assets 53,873 63,683 (15.4) %
Total assets $ 6,401,823 $ 6,161,486 3.9 %
Unpaid losses and settlement expenses $ 2,927,929 $ 2,886,819 1.4 %
Unearned premiums 991,717 991,636 0.0 %
Reinsurance balances payable 23,455 40,580 (42.2) %
Funds held 134,215 127,242 5.5 %
Income taxes - current 26,797 29,724 (9.8) %
Income taxes - deferred 5,566 21,769 (74.4) %
Short-term debt 50,000 100,000 (50.0) %
Long-term debt 297,247 NM
Accrued expenses 68,016 128,597 (47.1) %
Other liabilities 80,491 56,923 41.4 %
Total liabilities $ 4,605,433 $ 4,383,290 5.1 %
Shareholders' equity 1,796,390 1,778,196 1.0 %
Total liabilities & shareholders' equity $ 6,401,823 $ 6,161,486 3.9 %
OTHER DATA:
Common shares outstanding (in 000's) 91,934 91,879
Book value per share $ 19.54 $ 19.35 1.0 %
Closing stock price per share $ 57.04 $ 63.98 (10.8) %
Statutory surplus $ 1,814,648 $ 1,846,615 (1.7) %

NM = Not Meaningful

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RLI CORP

2026 FINANCIAL HIGHLIGHTS

UNDERWRITING SEGMENT DATA

(Unaudited)

(Dollars in thousands, except per share amounts)

Three Months Ended March 31,
**** **** GAAP **** **** GAAP GAAP GAAP
Casualty Ratios Property Ratios Surety Ratios Total Ratios ****
2026
Gross premiums written $ 307,014 $ 154,763 $ 42,109 $ 503,886
Net premiums written 260,372 118,393 38,895 417,660
Net premiums earned 248,566 126,378 36,442 411,386
Net loss & settlement expenses 152,832 61.5 % 33,854 26.8 % 6,558 18.0 % 193,244 47.0 %
Net operating expenses 88,441 35.6 % 44,339 35.1 % 27,575 75.7 % 160,355 39.0 %
Underwriting income ^(1)^ $ 7,293 97.1 % $ 48,185 61.9 % $ 2,309 93.7 % $ 57,787 86.0 %
2025
Gross premiums written $ 278,454 $ 170,052 $ 42,600 $ 491,106
Net premiums written 235,607 121,736 39,748 397,091
Net premiums earned 229,048 132,544 36,753 398,345
Net loss & settlement expenses 145,835 63.7 % 32,725 24.7 % (1,322) (3.6) % 177,238 44.5 %
Net operating expenses 81,142 35.4 % 42,904 32.4 % 26,515 72.1 % 150,561 37.8 %
Underwriting income ^(1)^ $ 2,071 99.1 % $ 56,915 57.1 % $ 11,560 68.5 % $ 70,546 82.3 %

(1) See discussion above: Non-GAAP and Performance Measures.

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