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8-K

Rli Corp (RLI)

8-K 2025-10-20 For: 2025-10-20
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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): October 20, 2025

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 October 20, 2025, RLI Corp. announced its results of operations for the third quarter of 2025. 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 October 20, 2025.<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: October 20, 2025 By: /s/ Todd W. Bryant
Todd W. Bryant
Chief Financial Officer

EXHIBIT 99.1

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RLI REPORTS THIRD QUARTER 2025 RESULTS

PEORIA, ILLINOIS, October 20, 2025 – RLI Corp. (NYSE: RLI) – RLI Corp. reported third quarter 2025 net earnings of $124.6 million ($1.35 per share), compared to $95.0 million ($1.03 per share) for the third quarter of 2024. Operating earnings^(1)^ for the third quarter of 2025 were $77.0 million ($0.83 per share), compared to $60.4 million ($0.65 per share) for the same period in 2024.

All share and per share data in this release reflect the two-for-one stock split that RLI executed on January 15, 2025.

Third Quarter Year to Date
Earnings Per Diluted Share **** 2025 2024 **** 2025 2024
Net earnings $ 1.35 $ 1.03 $ 3.38 $ 3.30
Operating earnings ^(1)^ $ 0.83 $ 0.65 $ 2.60 $ 2.46

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

Highlights for the quarter included:

Underwriting income^(1)^ of $60.5 million on a combined ratio^(1)^ of 85.1.
Gross premiums written were flat and net investment income increased 12%.
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Favorable development in prior years’ loss reserves resulted in a $13.7 million net increase in underwriting income.
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Book value per share of $20.41, an increase of 26% (inclusive of dividends) from year-end 2024.
--- ---

“We are pleased to report another quarter of profitable results,” said RLI Corp. President & CEO Craig Kliethermes. “Our 85 combined ratio reflects disciplined underwriting and consistent execution of our strategy in a competitive market. Favorable reserve development and minimal catastrophe activity during the quarter supported strong underwriting results. In addition, investment income growth and solid portfolio returns contributed to a 26% increase in book value per share since year-end 2024. These results reflect the strength of our talented team and the resilience of our diversified product portfolio.”

Underwriting Income

RLI achieved $60.5 million of underwriting income in the third quarter of 2025 on an 85.1 combined ratio, compared to $40.7 million on an 89.6 combined ratio in 2024.

Results for both years include favorable development in prior years’ loss reserves, which resulted in a $13.7 million and $18.1 million net increase to underwriting income in 2025 and 2024, respectively.

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

Underwriting Income^(1)^ Combined Ratio^(1)^
(in millions) **** 2025 2024 **** **** **** 2025 2024
Casualty $ 4.5 $ 2.6 Casualty **** 98.2 98.8
Property **** 50.4 30.4 Property **** 60.2 77.2
Surety **** 5.6 7.7 Surety **** 85.0 78.8
Total $ 60.5 $ 40.7 Total **** 85.1 89.6

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

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Other Income

Net investment income for the quarter increased 12% to $41.3 million, compared to the same period in 2024. The investment portfolio’s total return was 3.0% for the quarter and 7.4% for the nine months ended September 30, 2025.

RLI’s comprehensive earnings were $152.3 million for the quarter ($1.65 per share), compared to $175.3 million ($1.90 per share) for the same quarter in 2024. In addition to net earnings, comprehensive earnings for 2025 included after-tax unrealized gains from the fixed income portfolio, due to declining interest rates.

Dividends Paid in Third Quarter of 2025

On September 19, 2025, 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 $975 million 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. 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 2025 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

At 10 a.m. central daylight time (CDT) on October 21, 2025, 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/441675041.

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, 2024.

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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 29 consecutive years. To learn more about RLI, visit www.rlicorp.com.

Media Contact

Aaron Diefenthaler

Chief Investment Officer & Treasurer

309-693-5846

Aaron.Diefenthaler@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 Nine Months Ended
September 30, September 30,
(Dollars in millions, except per share amounts) **** 2025 2024 **** 2025 2024
Favorable development in casualty prior years' reserves $ 8.1 $ 9.0 $ 28.6 $ 40.0
Favorable development in property prior years' reserves $ 4.7 $ 4.4 $ 27.2 $ 28.5
Favorable development in surety prior years' reserves $ 2.7 $ 3.1 $ 13.3 $ 10.9
Net incurred losses related to:
2025 catastrophe events $ $ $ (26.0) $
2024 and prior catastrophe events $ $ (35.0) $ 5.0 $ (61.0)
Operating Earnings Per Share
Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024
Operating Earnings Per Share^(2)^ **** $ 0.83 $ 0.65 **** $ 2.60 $ 2.46
Specific items included in operating earnings per share:^(1) (3)^
Net favorable development in casualty prior years' reserves $ 0.06 $ 0.06 $ 0.19 $ 0.29
Net favorable development in property prior years' reserves $ 0.04 $ 0.03 $ 0.21 $ 0.22
Net favorable development in surety prior years' reserves $ 0.02 $ 0.02 $ 0.10 $ 0.08
Net incurred losses related to:
2025 catastrophe events $ $ $ (0.19) $
2024 and prior catastrophe events $ $ (0.25) $ 0.04 $ (0.45)

(1) Reserve development reflects changes from previously estimated losses.
(2) See discussion above: Non-GAAP and Performance Measures.
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(3) 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

2025 FINANCIAL HIGHLIGHTS

(Unaudited)

(Dollars in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,
SUMMARIZED INCOME STATEMENT DATA: **** 2025 **** 2024 **** % Change **** 2025 **** 2024 % Change
Net premiums earned $ 407,695 $ 389,489 4.7 % $ 1,207,944 $ 1,129,230 7.0 %
Net investment income 41,270 36,694 12.5 % 117,414 103,502 13.4 %
Net realized gains 18,318 5,420 NM 48,234 11,222 NM
Net unrealized gains on equity securities 41,981 38,392 9.3 % 43,163 87,314 (50.6) %
Consolidated revenue $ 509,264 $ 469,995 8.4 % $ 1,416,755 $ 1,331,268 6.4 %
Loss and settlement expenses 187,998 202,118 (7.0) % 549,814 513,741 7.0 %
Policy acquisition costs 128,937 117,811 9.4 % 378,126 342,186 10.5 %
Insurance operating expenses 30,215 28,868 4.7 % 86,683 84,892 2.1 %
Interest expense on debt 1,364 1,617 (15.6) % 4,049 4,839 (16.3) %
General corporate expenses 5,045 3,994 26.3 % 12,747 13,144 (3.0) %
Total expenses $ 353,559 $ 354,408 (0.2) % $ 1,031,419 $ 958,802 7.6 %
Equity in earnings of unconsolidated investees 1,540 1,238 24.4 % 7,055 7,653 (7.8) %
Earnings before income taxes $ 157,245 $ 116,825 34.6 % $ 392,391 $ 380,119 3.2 %
Income tax expense 32,635 21,798 49.7 % 80,231 75,200 6.7 %
Net earnings $ 124,610 $ 95,027 31.1 % $ 312,160 $ 304,919 2.4 %
Other comprehensive earnings, net of tax 27,674 80,293 (65.5) % 76,405 59,779 27.8 %
Comprehensive earnings $ 152,284 $ 175,320 (13.1) % $ 388,565 $ 364,698 6.5 %
Operating earnings^(1)^:
Net earnings $ 124,610 $ 95,027 31.1 % $ 312,160 $ 304,919 2.4 %
Less:
Net realized gains (18,318) (5,420) NM (48,234) (11,222) NM
Income tax on realized gains 3,848 1,139 NM 10,130 2,357 NM
Net unrealized gains on equity securities (41,981) (38,392) 9.3 % (43,163) (87,314) (50.6) %
Income tax on unrealized gains on equity securities 8,816 8,062 9.4 % 9,064 18,335 (50.6) %
Operating earnings $ 76,975 $ 60,416 27.4 % $ 239,957 $ 227,075 5.7 %
Return on Equity:
Net earnings (trailing four quarters) 20.8 % 27.7 %
Comprehensive earnings (trailing four quarters) 21.3 % 38.4 %
Per Share Data:
Diluted:
Weighted average shares outstanding (in 000's) 92,310 92,441 92,460 92,370
Net earnings per share $ 1.35 $ 1.03 31.1 % $ 3.38 $ 3.30 2.4 %
Less:
Net realized gains (0.20) (0.06) NM (0.52) (0.12) NM
Income tax on realized gains 0.04 0.01 NM 0.11 0.03 NM
Net unrealized gains on equity securities (0.45) (0.42) 7.1 % (0.47) (0.95) (50.5) %
Income tax on unrealized gains on equity securities 0.09 0.09 0.0 % 0.10 0.20 (50.0) %
Operating earnings per share^(1)^ $ 0.83 $ 0.65 27.7 % $ 2.60 $ 2.46 5.7 %
Comprehensive earnings per share $ 1.65 $ 1.90 (13.2) % $ 4.20 $ 3.95 6.3 %
Cash dividends per share - ordinary $ 0.16 $ 0.15 10.3 % $ 0.47 $ 0.43 10.6 %
Net cash flow provided by operations $ 179,220 $ 219,368 (18.3) % $ 457,453 $ 432,139 5.9 %

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

NM = Not Meaningful 5

RLI CORP

2025 FINANCIAL HIGHLIGHTS

(Unaudited)

(Dollars in thousands, except per share amounts)

September 30, December 31,
**** 2025 **** 2024 % Change
SUMMARIZED BALANCE SHEET DATA:
Fixed income, at fair value $ 3,536,484 $ 3,175,796 11.4 %
(amortized cost - $3,655,954 at 9/30/25)
(amortized cost - $3,391,159 at 12/31/24)
Equity securities, at fair value 878,872 736,191 19.4 %
(cost - $513,255 at 9/30/25)
(cost - $417,897 at 12/31/24)
Short-term investments 165,706 74,915 121.2 %
Other invested assets 56,494 57,939 (2.5) %
Cash and cash equivalents 52,621 39,790 32.2 %
Total investments and cash $ 4,690,177 $ 4,084,631 14.8 %
Accrued investment income 29,584 28,319 4.5 %
Premiums and reinsurance balances receivable 231,530 230,534 0.4 %
Ceded unearned premiums 123,039 124,955 (1.5) %
Reinsurance balances recoverable on unpaid losses 769,611 755,425 1.9 %
Deferred policy acquisition costs 181,488 166,214 9.2 %
Property and equipment 41,094 43,172 (4.8) %
Investment in unconsolidated investees 63,652 56,477 12.7 %
Goodwill and intangibles 53,562 53,562 0.0 %
Income taxes - deferred 7,793 (100.0) %
Other assets 63,263 77,720 (18.6) %
Total assets $ 6,247,000 $ 5,628,802 11.0 %
Unpaid losses and settlement expenses $ 2,873,054 $ 2,693,470 6.7 %
Unearned premiums 1,035,756 984,140 5.2 %
Reinsurance balances payable 35,951 44,681 (19.5) %
Funds held 113,753 97,380 16.8 %
Income taxes - current 9,792 749 NM
Income taxes - deferred 23,157 NM
Short-term debt 100,000 100,000 %
Accrued expenses 110,660 124,242 (10.9) %
Other liabilities 70,701 62,173 13.7 %
Total liabilities $ 4,372,824 $ 4,106,835 6.5 %
Shareholders' equity 1,874,176 1,521,967 23.1 %
Total liabilities & shareholders' equity $ 6,247,000 $ 5,628,802 11.0 %
OTHER DATA:
Common shares outstanding (in 000's) 91,838 91,738
Book value per share $ 20.41 $ 16.59 23.0 %
Closing stock price per share $ 65.22 $ 82.42 (20.9) %
Statutory surplus $ 1,887,627 $ 1,787,312 5.6 %

NM = Not Meaningful

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RLI CORP

2025 FINANCIAL HIGHLIGHTS

UNDERWRITING SEGMENT DATA

(Unaudited)

(Dollars in thousands, except per share amounts)

Three Months Ended September 30,
**** **** GAAP **** **** GAAP GAAP GAAP
Casualty Ratios Property Ratios Surety Ratios Total Ratios ****
2025
Gross premiums written $ 317,063 $ 154,631 $ 38,527 $ 510,221
Net premiums written 263,395 109,007 34,924 407,326
Net premiums earned 243,508 126,689 37,498 407,695
Net loss & settlement expenses 150,912 62.0 % 32,815 25.9 % 4,271 11.4 % 187,998 46.1 %
Net operating expenses 88,110 36.2 % 43,450 34.3 % 27,592 73.6 % 159,152 39.0 %
Underwriting income ^(1)^ $ 4,486 98.2 % $ 50,424 60.2 % $ 5,635 85.0 % $ 60,545 85.1 %
2024
Gross premiums written $ 294,267 $ 173,813 $ 39,710 $ 507,790
Net premiums written 242,650 122,428 36,466 401,544
Net premiums earned 219,638 133,266 36,585 389,489
Net loss & settlement expenses 137,951 62.8 % 60,991 45.8 % 3,176 8.7 % 202,118 51.9 %
Net operating expenses 79,138 36.0 % 41,873 31.4 % 25,668 70.1 % 146,679 37.7 %
Underwriting income ^(1)^ $ 2,549 98.8 % $ 30,402 77.2 % $ 7,741 78.8 % $ 40,692 89.6 %

Nine Months Ended September 30,
**** **** GAAP **** **** GAAP GAAP GAAP
Casualty Ratios Property Ratios Surety Ratios Total Ratios ****
2025
Gross premiums written $ 902,127 $ 536,500 $ 124,981 $ 1,563,608
Net premiums written 755,247 391,662 114,567 1,261,476
Net premiums earned 707,194 389,897 110,853 1,207,944
Net loss & settlement expenses 438,007 61.9 % 103,999 26.7 % 7,808 7.0 % 549,814 45.5 %
Net operating expenses 254,341 36.0 % 129,048 33.1 % 81,420 73.5 % 464,809 38.5 %
Underwriting income (loss)^(1)^ $ 14,846 97.9 % $ 156,850 59.8 % $ 21,625 80.5 % $ 193,321 84.0 %
2024
Gross premiums written $ 826,152 $ 590,191 $ 123,495 $ 1,539,838
Net premiums written 687,170 439,052 112,854 1,239,076
Net premiums earned 627,014 396,774 105,442 1,129,230
Net loss & settlement expenses 369,273 58.9 % 134,950 34.0 % 9,518 9.0 % 513,741 45.5 %
Net operating expenses 231,203 36.9 % 120,526 30.4 % 75,349 71.5 % 427,078 37.8 %
Underwriting income (loss)^(1)^ $ 26,538 95.8 % $ 141,298 64.4 % $ 20,575 80.5 % $ 188,411 83.3 %

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

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