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Table of Contents
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 March 31, 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
 ______________________________
MERCURY GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
 ________________________________
California95-2211612
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
4484 Wilshire Boulevard
Los Angeles, California90010
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common StockMCYNew York Stock Exchange
Common StockMCYNew 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. 
Large accelerated filer☒  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 April 30, 2026, the registrant had issued and outstanding an aggregate of 55,388,627 shares of its Common Stock.

Table of Contents


MERCURY GENERAL CORPORATION
INDEX TO FORM 10-Q
 
  Page
Item 1
Item 2
Item 3
Item 4
Item 1
Item 1A
Item 2
Item 3
Item 4
Item 5
Item 6
2
Table of Contents
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements

MERCURY GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)

March 31, 2026December 31, 2025
 (unaudited) 
ASSETS
Investments, at fair value:
Fixed maturity securities (amortized cost $5,534,785; $5,449,726)
$5,499,834 $5,430,251 
Equity securities (cost $801,687; $728,460)
883,623 812,787 
Short-term investments (cost $441,810; $336,978)
441,841 336,992 
Total investments6,825,298 6,580,030 
Cash1,350,883 1,315,574 
Receivables:
Premiums825,000 751,554 
       Allowance for credit losses on premiums receivable (6,100)(6,000)
             Premiums receivable, net of allowance for credit losses818,900 745,554 
Accrued investment income73,380 73,004 
Other86,557 86,508 
Total receivables978,837 905,066 
Reinsurance recoverables (net of allowance for credit losses $2; $39)
47,771 109,672 
Deferred policy acquisition costs366,573 359,724 
Fixed assets (net of accumulated depreciation $360,372; $345,930)
150,854 146,880 
Operating lease right-of-use assets12,153 12,125 
Deferred income taxes31,821 30,637 
Goodwill42,796 42,796 
Other intangible assets, net6,613 6,827 
Other assets59,266 51,338 
Total assets$9,872,865 $9,560,669 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Loss and loss adjustment expense reserves$3,646,201 $3,633,338 
Unearned premiums2,353,558 2,255,935 
Notes payable574,626 574,527 
Accounts payable and accrued expenses394,423 448,703 
Operating lease liabilities12,652 12,328 
Current income taxes77,180 30,770 
Other liabilities224,115 187,793 
Total liabilities7,282,755 7,143,394 
Commitments and contingencies
Shareholders’ equity:
Common stock without par value or stated value:
       Authorized 70,000 shares; issued and outstanding 55,389; 55,389
99,699 99,699 
 Retained earnings2,490,411 2,317,576 
Total shareholders’ equity2,590,110 2,417,275 
Total liabilities and shareholders’ equity$9,872,865 $9,560,669 

See accompanying Notes to Consolidated Financial Statements.
3
Table of Contents
MERCURY GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
 
 Three Months Ended March 31,
 20262025
Revenues:
Net premiums earned$1,452,413 $1,283,069 
Net investment income 85,636 81,479 
Net realized investment (losses) gains(4,543)23,321 
Other6,303 6,010 
Total revenues1,539,809 1,393,879 
Expenses:
Losses and loss adjustment expenses932,950 1,220,813 
Policy acquisition costs240,502 228,720 
Other operating expenses123,887 79,453 
Interest6,817 7,189 
Total expenses1,304,156 1,536,175 
Income (loss) before income taxes235,653 (142,296)
Income tax expense (benefit)45,232 (33,969)
Net income (loss)$190,421 $(108,327)
Net income (loss) per share:
Basic$3.44 $(1.96)
Diluted $3.44 $(1.96)
Weighted average shares outstanding:
Basic55,389 55,389 
Diluted55,389 55,389 













 

See accompanying Notes to Consolidated Financial Statements.
4
Table of Contents
MERCURY GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
(unaudited)

 Three Months Ended March 31,
 20262025
Common stock, beginning of period$99,699 $99,699 
Common stock, end of period99,699 99,699 
Retained earnings, beginning of period2,317,576 1,846,825 
Net income (loss)190,421 (108,327)
Dividends paid to shareholders(17,586)(17,586)
Retained earnings, end of period2,490,411 1,720,912 
Total shareholders’ equity, end of period$2,590,110 $1,820,611 


































See accompanying Notes to Consolidated Financial Statements.
5
Table of Contents
MERCURY GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 Three Months Ended March 31,
 20262025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)$190,421 $(108,327)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization19,841 17,244 
Net realized investment losses (gains)4,543 (23,321)
Increase in premiums receivable(73,346)(54,872)
Decrease (increase) in reinsurance recoverables61,901 (594,986)
Changes in current and deferred income taxes45,226 (30,688)
Increase in deferred policy acquisition costs(6,849)(1,139)
Increase in loss and loss adjustment expense reserves12,863 640,550 
Increase in unearned premiums97,623 81,413 
(Decrease) increase in accounts payable and accrued expenses(55,895)115,760 
Other, net29,273 (110,363)
Net cash provided by (used in) operating activities325,601 (68,729)
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed maturity securities available for sale in nature:
Purchases(646,273)(299,354)
Sales342,886 351,769 
Calls or maturities204,163 255,122 
Equity securities available for sale in nature:
Purchases(559,193)(493,342)
Sales505,064 805,966 
Changes in securities payable and receivable(1,231)(31,936)
(Increase) decrease in short-term investments (104,832)75,683 
Purchases of fixed assets(16,802)(13,143)
Other, net3,910 837 
Net cash (used in) provided by investing activities(272,308)651,602 
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid to shareholders(17,586)(17,586)
Payments on finance lease obligations(398)(754)
Net cash used in financing activities(17,984)(18,340)
Net increase in cash35,309 564,533 
Cash:
Beginning of the year1,315,574 720,257 
End of period$1,350,883 $1,284,790 
SUPPLEMENTAL CASH FLOW DISCLOSURE
Interest paid$10,840 $11,179 
Income taxes paid (refunded), net
U.S. federal— (3,256)
U.S. state and local
California— — 
Other— (26)
Foreign5 2 
Total income taxes paid (refunded), net$5 $(3,280)


See accompanying Notes to Consolidated Financial Statements.
6
Table of Contents
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 March 31, 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 three months ended March 31, 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
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates require the Company to apply complex assumptions and judgments, and often the Company must make estimates about the effects of matters that are inherently uncertain and will likely change in subsequent periods. The most significant assumptions in the preparation of these consolidated financial statements relate to reserves for losses and loss adjustment expenses ("LAE"). Actual results could differ from those estimates. 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.
Earnings (Loss) per Share
There were no potentially dilutive securities with anti-dilutive effect for the three months ended March 31, 2026 and 2025.
Dividends per Share
The Company declared and paid a dividend per share of $0.3175 during each of the three-month periods ended March 31, 2026 and 2025.
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 $240.5 million and $228.7 million for the three months ended March 31, 2026 and 2025, respectively. The Company does not defer advertising expenditures but expenses them as incurred. The Company recorded net advertising expense of approximately $16.0 million and $5.5 million for the three months ended March 31, 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, 2026. The Treaty ending June 30, 2026 provides $2,140 million of coverage on a per occurrence basis after covered catastrophe losses exceed the $200 million Company retention limit. The Treaty ending June 30, 2026 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 with certain exceptions. The Treaty ending June 30, 2026 provides for one full reinstatement of coverage limits with certain exceptions, and includes some additional minor territorial and coverage restrictions.

The effect of reinsurance on property and casualty premiums written and earned was as follows:

Three Months Ended March 31,
20262025
 (Amounts in thousands)
Premiums Written
Direct $1,566,130 $1,438,467 
Ceded(62,588)(156,795)
Assumed39,965 25,733 
     Net$1,543,507 $1,307,405 
Premiums Earned
Direct$1,497,652 $1,375,923 
Ceded(62,670)(106,694)
Assumed10,114 6,529 
     Net$1,445,096 $1,275,758 

The Company recognized ceded premiums earned of approximately $62.7 million and $106.7 million for the three months ended March 31, 2026 and 2025, respectively, which are included in net premiums earned in its consolidated statements of operations. The comparatively large ceded premiums earned for the three months ended March 31, 2025 is due to the Company's reinsurance treaty being fully used up and from the reinstatement of the Company's catastrophe reinsurance benefits following the Palisades and Eaton wildfires in January 2025. The Company recognized ceded losses and loss adjustment expenses of approximately $(0.3) million and $1,292.5 million for the three months ended March 31, 2026 and 2025, respectively, which are included in losses and loss adjustment expenses in its consolidated statements of operations. The negative ceded losses and loss adjustment expenses for the three months ended March 31, 2026 is primarily the result of favorable development on certain of prior years' losses that had previously been ceded to the Company's reinsurers. The large ceded losses and loss adjustment expenses for the three months ended March 31, 2025 is due to losses from the Palisades and Eaton wildfires.

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 $8.4 million and $7.0 million, with related expenses of $4.4 million and $3.6 million, for the three months ended March 31, 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).

As of March 31, 2026 and December 31, 2025, the Company had no contract assets and contract liabilities, and no remaining performance obligations associated with unrecognized revenues.

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 March 31, 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 March 31,
 20262025
 (Amounts in thousands)
Beginning balance$6,000 $6,400 
     Provision during the period for expected credit losses 791 825 
Write-off amounts during the period(989)(927)
Recoveries during the period of amounts previously written off 298 302 
Ending balance $6,100 $6,600 

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 March 31, 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 March 31,
 20262025
 (Amounts in thousands)
Beginning balance$39 $— 
     Provision during the period for expected credit losses (37)1,192 
Write-off amounts during the period— — 
Recoveries during the period of amounts previously written off — — 
Ending balance$2 $1,192 

The allowance for credit losses on reinsurance recoverables for the three months ended March 31, 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

The Company made certain accounting policy elections for its accrued interest receivables allowed under Topic 326: a) an election to present accrued interest receivable balances separately from the associated financial assets on the balance sheet, and b) an election not to measure an allowance for credit losses on accrued interest receivable amounts and instead write off uncollectible accrued interest amounts in a timely manner by reversing interest income. The Company's accrued interest receivable balances are included in accrued investment income receivable in its consolidated balance sheets. There were no accrued interest receivable amounts considered uncollectible or written off during the three months ended March 31, 2026 and 2025.

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:
March 31, 2026December 31, 2025
 (Amounts in thousands)
Assets
Investments$6,825,298 $6,580,030 
Note receivable9,926 9,993 
Liabilities
Options sold753 254 
Notes payable572,436 573,740 
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 March 31, 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 March 31, 2026 and December 31, 2025, the Company had approximately $4 million 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 changes in fair value of the notes receivable are included in net realized investment gains or losses in the Company's
11
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
The fair values of the Company’s publicly traded $375 million unsecured notes and its $200 million drawn under the unsecured credit facility at March 31, 2026 and December 31, 2025 were obtained from a third party pricing service.

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 March 31,
 20262025
(Amounts in thousands)
Fixed maturity securities$(15,476)$17,407 
Equity securities(2,392)(26,762)
Short-term investments17 (3)
       Total investment losses$(17,851)$(9,358)
Notes receivable(68)483 
       Total losses $(17,919)$(8,875)

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 1Unadjusted quoted prices are available in active markets for identical assets or liabilities as of the reporting date.
Level 2Pricing 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 3Pricing 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 98.8% of its investment portfolio at fair value from an independent pricing service at March 31, 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 $16.4 million and $11.2 million at fair value in commercial mortgage-backed securities at March 31, 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. At March 31, 2026 and December 31, 2025, the Company did not have any financial assets or financial liabilities based on Level 3 measurements.
Fair value measurement using NAV practical expedient - The fair value of the Company's investment in private equity funds measured at net asset value ("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 March 31, 2026, the Company had capital invested in four such funds: the strategy of three such funds with a combined fair value of approximately $75.9 million at March 31, 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 $6.4 million at March 31, 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 $4 million in unfunded commitments at March 31, 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 seven years from March 31, 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:

 March 31, 2026
 Level 1Level 2Level 3Total
 (Amounts in thousands)
Assets
Fixed maturity securities:
U.S. government bonds$14,894 $— $— $14,894 
Municipal securities— 3,589,734 — 3,589,734 
Mortgage-backed securities — 404,459 — 404,459 
Corporate securities— 693,556 — 693,556 
Collateralized loan obligations— 728,368 — 728,368 
Other asset-backed securities— 68,823 — 68,823 
Total fixed maturity securities14,894 5,484,940 — 5,499,834 
Equity securities:
Common stock763,017 — — 763,017 
Non-redeemable preferred stock— 38,362 — 38,362 
Private equity funds measured at net asset value (1)
82,244 
Total equity securities763,017 38,362 — 883,623 
Short-term investments:
Short-term bonds— 34,000 — 34,000 
Money market instruments407,809 — — 407,809 
Other32 — — 32 
Total short-term investments407,841 34,000 — 441,841 
Other assets:
Note receivable— 9,926 — 9,926 
Total assets at fair value$1,185,752 $5,567,228 $— $6,835,224 
Liabilities
Other liabilities:
Options sold$753 $— $— $753 
Total liabilities at fair value$753 $— $— $753 
15
 December 31, 2025
 Level 1Level 2Level 3Total
 (Amounts in thousands)
Assets
Fixed maturity securities:
U.S. government bonds$21,546 $— $— $21,546 
Municipal securities— 3,538,473 — 3,538,473 
Mortgage-backed securities — 297,381 — 297,381 
Corporate securities— 751,602 — 751,602 
Collateralized loan obligations— 722,794 — 722,794 
Other asset-backed securities— 98,455 — 98,455 
Total fixed maturity securities21,546 5,408,705 — 5,430,251 
Equity securities:
Common stock679,594 —— 679,594 
Non-redeemable preferred stock— 38,761 — 38,761 
Private equity funds measured at net asset value (1)
94,432 
Total equity securities679,594 38,761 — 812,787 
Short-term investments:
Short-term bonds— 34,000 — 34,000 
Money market instruments302,978 — — 302,978 
Other14 — — 14 
Total short-term investments302,992 34,000 — 336,992 
Other assets:
Note receivable— 9,993 — 9,993 
Total assets at fair value$1,004,132 $5,491,459 $— $6,590,023 
Liabilities
Other liabilities:
Options sold$254 $— $— $254 
Total liabilities at fair value$254 $— $— $254 
__________ 
(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.

There were no transfers between Levels 1, 2, and 3 of the fair value hierarchy during the three months ended March 31, 2026 and 2025.

At March 31, 2026, there were no material assets or liabilities measured at fair value on a nonrecurring basis.
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:

 March 31, 2026
 Carrying ValueFair ValueLevel 1Level 2Level 3
 (Amounts in thousands)
Liabilities
Notes payable:
Unsecured notes$374,626 $372,435 $— $372,435 $— 
Unsecured credit facility200,000 200,001 — 200,001 — 
Total$574,626 $572,436 $— $572,436 $— 
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 December 31, 2025
 Carrying ValueFair ValueLevel 1Level 2Level 3
 (Amounts in thousands)
Liabilities
Notes payable:
Unsecured notes$374,527 $374,625 $— $374,625 $— 
Unsecured credit facility200,000 199,115 — 199,115 — 
Total$574,527 $573,740 $— $573,740 $— 

Unsecured Notes
The fair value of the Company’s publicly traded $375 million unsecured notes at March 31, 2026 and December 31, 2025 was 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
The fair values of the Company's $200 million drawn under the unsecured credit facility at March 31, 2026 and December 31, 2025 were based on the unadjusted quoted price for similar notes in active markets. See Note 11. Notes Payable for additional information on the 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
March 31, 2026December 31, 2025
 (Amount in thousands)
Options sold - Other liabilities$753 $254 
Total $753 $254 
 Gains Recognized in Net Income (Loss)
 Three Months Ended March 31,
20262025
 (Amounts in thousands)
Options sold - Net realized investment (losses) gains$3,411 $663 
Total$3,411 $663 

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 changes in the carrying amount of goodwill during the three months ended March 31, 2026 and 2025. No accumulated goodwill impairment losses existed at March 31, 2026 and December 31, 2025. Goodwill is reviewed annually for impairment and more frequently if potential impairment indicators exist. No impairment indicators were identified during the three months ended March 31, 2026 and 2025. All of the Company's goodwill is associated with the Property and Casualty
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business segment. See Note 13. Segment Information for additional information on the reportable business segment.
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 March 31, 2026:
Customer relationships$55,107 $(54,225)$882 10
Trade names15,400 (11,069)4,331 24
Technology4,300 (4,300)— 10
Insurance license1,400 — 1,400 Indefinite
Total other intangible assets, net$76,207 $(69,594)$6,613 
As of December 31, 2025:
Customer relationships$55,107 $(54,172)$935 10
Trade names15,400 (10,908)4,492 24
Technology4,300 (4,300)— 10
Insurance license1,400 — 1,400 Indefinite
Total other intangible assets, net$76,207 $(69,380)$6,827 

Other intangible assets are reviewed annually for impairment and more frequently if potential impairment indicators exist. No impairment indicators were identified during the three months ended March 31, 2026 and 2025.

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 million for each of the three-month periods ended March 31, 2026 and 2025.

The following table presents the estimated future amortization expense related to other intangible assets as of March 31, 2026:
YearAmortization Expense
 (Amounts in thousands)
Remainder of 2026$642 
2027856 
2028856 
2029811 
2030765 
Thereafter1,283 
Total$5,213 

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.
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Performance-based PSUs
During the three months ended March 31, 2026, the Company granted a total "target" award of 96,823 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 March 31, 2026:
    
Grant year202620252024
Three-year performance period ending December 31,
202820272026
Vesting shares, target (net of forfeited)94,935159,595176,361
Vesting shares, maximum (net of forfeited)142,403239,393264,542

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 March 31, 2026, 38,180 of 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 70,003 restricted PSUs during the three months ended March 31, 2026, and a total of 185,227 restricted PSUs since the start of the LTIP as of March 31, 2026, 12,124 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
19
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.
The Company recorded share-based compensation expense of approximately $3.6 million and $(0.7) million for the three months ended March 31, 2026 and 2025, respectively, associated with the performance-based and restricted PSUs, which are mostly included in other operating expenses in its consolidated statements of operations. The negative share-based compensation expense for the three months ended March 31, 2025 is primarily due to the impact of the Palisades and Eaton wildfires that occurred in the first quarter of 2025 on both the performance measures for the performance-based PSUs and the price of the Company's common stock. The Company recorded approximately $20.6 million and $18.5 million of accrued share-based compensation liability associated with the performance-based and restricted PSUs at March 31, 2026 and December 31, 2025, respectively, which are included in other liabilities in its consolidated balance sheets. A total of 17,784 restricted PSUs were vested during the three months ended March 31, 2026.

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 three months ended March 31, 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 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 March 31, 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.












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10. Loss and Loss Adjustment Expense Reserves

The following table presents the activity in loss and loss adjustment expense reserves:
 Three Months Ended March 31,
 20262025
 (Amounts in thousands)
Gross reserves, beginning of period$3,633,338 $3,152,031 
Reinsurance recoverables on unpaid losses, beginning of period
(34,008)(28,645)
Net reserves, beginning of period3,599,330 3,123,386 
Incurred losses and loss adjustment expenses related to:
Current year942,045 1,271,847 
Prior years(9,095)(51,034)
Total incurred losses and loss adjustment expenses932,950 1,220,813 
Loss and loss adjustment expense payments related to:
Current year290,085 406,513 
Prior years629,443 529,188 
Total payments919,528 935,701 
Net reserves, end of period3,612,752 3,408,498 
Reinsurance recoverables on unpaid losses, end of period33,449 384,083 
Gross reserves, end of period$3,646,201 $3,792,581 

The decrease in the provision for insured events of prior years during the three months ended March 31, 2026 of $9.1 million was primarily attributable to lower than estimated losses in the automobile line of insurance business, partially offset by adverse development on the homeowners line of insurance business, including adverse development on the prior years' catastrophe losses. The decrease in the provision for insured events of prior years during the three months ended March 31, 2025 of $51.0 million was primarily attributable to lower than estimated losses in the automobile line of insurance business, and the homeowners line of insurance business, including favorable development on the prior years' catastrophe losses.

For the three months ended March 31, 2026 and 2025, the Company incurred catastrophe losses net of reinsurance of approximately $93 million and $447 million, respectively. The majority of 2026 catastrophe losses resulted from adverse reserve development on the Palisades and Eaton wildfires, and storms in California, Texas and Oklahoma. The majority of 2025 catastrophe losses resulted from the Palisades and Eaton wildfires. The Company experienced unfavorable development of approximately $57 million and favorable development of approximately $12 million on prior years' catastrophe losses for the three months ended March 31, 2026 and 2025, respectively.





















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In January 2025, extreme wind-driven wildfires caused widespread damage across parts of Southern California, primarily in the communities of Pacific Palisades and Altadena. The two largest of these Southern California wildfires are known as the Palisades and Eaton wildfires. The following table presents the components of net losses and loss adjustment expenses from the Palisades and Eaton wildfires as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026:

 As of
March 31, 2026		As of
December 31, 2025		For the Three Months Ended March 31, 2026
 (Amounts in thousands)
Gross losses and loss adjustment expenses (6)
$2,285,227 $2,191,752 $93,475 
Subrogation recoverable - Eaton fire (1) ***
(558,887)(537,506)(21,381)
Subrogation recovered and recoverable - Palisades fire (2) ***
(50,204)(48,026)(2,178)
Reinsurance recovered and recoverable (3)
(1,293,500)(1,293,500)— 
Net catastrophe losses and loss adjustment expenses on Eaton and Palisades fires before FAIR Plan (6)
$382,636 $312,720 $69,916 
— 
Company's share of FAIR Plan losses and loss adjustment expenses (4)
$91,296 $92,717 $(1,421)
Recoupable portion of FAIR Plan losses and loss adjustment expenses (5)
(25,000)(25,000)— 
Net FAIR Plan losses and loss adjustment expenses$66,296 $67,717 $(1,421)
— 
Net losses and loss adjustment expenses on Eaton and Palisades fires (6)
$448,932 $380,437 $68,495 
__________ 
(1)    The Company is actively pursuing subrogation against Southern California Edison ("SCE") on the Eaton fire. The Company recorded approximately $559 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 March 31, 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 $32 million received as of March 31, 2026. The remaining balance of approximately $18 million at March 31, 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 $91 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 $91 million. As of March 31, 2026, the Company has recouped approximately $4.5 million from its policyholders.
(6)    The increases in these losses and loss adjustment expenses during the three months ended March 31, 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
22
(“SSAP”) No. 55 paragraph 15 require salvage and subrogation recoverables to be deducted from the liability for unpaid 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 March 31, 2026, the Company has paid out approximately $1,550 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 $14 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:
LenderInterest RateMaturity DateMarch 31, 2026December 31, 2025
(Amounts in thousands)
Senior unsecured notes(1)
Publicly traded4.40%March 15, 2027$375,000 $375,000 
Unsecured credit facility(2)
Bank of America, Wells Fargo Bank, BMO Bank and U.S. Bank
Term SOFR plus 112.5-150.0 basis points
November 18, 2027200,000 200,000 
    Total principal amount575,000 575,000 
Less unamortized discount and debt issuance costs(3)
374 473 
Total debt$574,626 $574,527 
__________ 
(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%.
(2)On March 31, 2021, the Company entered into an unsecured $75 million five-year revolving credit facility. On November 18, 2022, the Company entered into the First Amendment to this credit facility. The First Amendment extended the maturity date of the loan to November 16, 2026 from March 31, 2026 with possible further extension if certain conditions are met, increased the aggregate commitments by all the lenders to $200 million from $75 million, and replaced the LIBOR with the Term SOFR. On November 30, 2023, the Company entered into the Second Amendment to this credit facility, which further increased the aggregate commitments by all the lenders to $250 million from $200 million. On November 22, 2024, the Company entered into the Third Amendment to this credit facility, which extended and fixed the maturity date of the loan to November 18, 2027. 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 112.5 basis points when the ratio is under 20% 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 12.5 basis points when the ratio is under 20% 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's debt to total capital ratio was 18.2% at March 31, 2026, resulting in a 12.5 basis point commitment fee on any undrawn portion of the credit facility. As of April 30, 2026, a total of $200 million was drawn under this facility on a three-month revolving basis at an annual interest rate of approximately 4.89%, with $50 million available to be drawn. The Company 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.
(3)The unamortized discount and debt issuance costs are associated with the publicly traded $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 $0.4 million associated with entering into the $250 million unsecured revolving credit facility maturing on November 18, 2027 are included in other assets in the Company's consolidated balance sheets and amortized to interest expense over the term of the credit facility.
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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.

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.

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.
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.

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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 table presents the Company's operating results by reportable segment:
Three Months Ended March 31,
20262025
 Property & CasualtyOtherTotalProperty & CasualtyOtherTotal
(Amounts in millions)
Net premiums earned$1,445.1 $7.3 $1,452.4 $1,275.8 $7.3 $1,283.1 
Less:
Losses792.7 4.0 796.7 1,065.6 3.7 1,069.3 
Loss adjustment expenses135.7 0.5 136.2 151.0 0.5 151.5 
         Losses and loss adjustment expenses928.4 4.5 932.9 1,216.6 4.2 1,220.8 
Policy acquisition costs237.8 2.7 240.5 225.8 2.9 228.7 
Other operating expenses123.1 0.8 123.9 78.9 0.6 79.5 
   Underwriting gain (loss)155.8 (0.7)155.1 (245.5)(0.4)(245.9)
Investment income85.6 81.5 
Net realized investment (losses) gains (4.5)23.3 
Other income6.3 6.0 
Interest expense(6.8)(7.2)
Pre-tax income (loss)$235.7 $(142.3)
Net income (loss)$190.4 $(108.3)

The following table presents the Company’s net premiums earned and direct premiums written by reportable segment and line of insurance business:
Three Months Ended March 31,
 20262025
 Property & CasualtyOtherTotalProperty & CasualtyOtherTotal
(Amounts in millions)
Private passenger automobile$898.6 $— $898.6 $858.6 $— $858.6 
Homeowners364.5 — 364.5 256.0 — 256.0 
Commercial automobile97.6 — 97.6 95.3 — 95.3 
Other84.4 7.3 91.7 65.9 7.3 73.2 
Net premiums earned$1,445.1 $7.3 $1,452.4 $1,275.8 $7.3 $1,283.1 
Private passenger automobile$940.4 $— $940.4 $906.5 $— $906.5 
Homeowners416.4 — 416.4 344.2 — 344.2 
Commercial automobile119.6 — 119.6 106.5 — 106.5 
Other89.7 6.6 96.3 81.3 6.9 88.2 
Direct premiums written$1,566.1 $6.6 $1,572.7 $1,438.5 $6.9 $1,445.4 

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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.






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The following tables present direct premiums written, by state and line of insurance business, for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026
(Dollars in thousands)
Private
Passenger  Automobile		HomeownersCommercial
Automobile
Other Lines (2)
Total
California $817,037 $299,644 $94,658 $91,947 $1,303,286 82.9 %
Texas32,698 53,279 17,045 1,385 104,407 6.6 %
Other states (1)
90,702 63,452 7,849 3,045 165,048 10.5 %
Total$940,437 $416,375 $119,552 $96,377 $1,572,741 100.0 %
59.8 %26.5 %7.6 %6.1 %100.0 %

Three Months Ended March 31, 2025
(Dollars in thousands)
Private
Passenger  Automobile		HomeownersCommercial
Automobile
Other Lines (2)
Total
California$771,889 $236,535 $78,629 $83,938 $1,170,991 81.1 %
Texas31,836 55,043 17,463 1,882 106,224 7.3 %
Other states (1)
102,748 52,667 10,437 2,376 168,228 11.6 %
Total$906,473 $344,245 $106,529 $88,196 $1,445,443 100.0 %
62.7 %23.8 %7.4 %6.1 %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. During the course of and at the conclusion of the examinations, the examining DOI generally reports findings to the Company.

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, which may be increased by 5% per year, if necessary, until that level is reached; 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 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 Company will adhere to the market-share requirements when the new rating plan is effective in July 2026.

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 addition, in December 2025, the California DOI approved a 6.9% rate increase on the California homeowners line of insurance business. This rate increase is expected to become effective in July 2026. The California homeowners line of insurance business represented approximately 17% of the Company's total net premiums earned for the three months ended March 31, 2026.
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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 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
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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 March 31, 2026 and December 31, 2025, the Company recorded its point estimate of approximately $3.65 billion and $3.63 billion ($3.61 billion and $3.60 billion, net of reinsurance), respectively, in loss reserves, which included approximately $2.16 billion and $2.12 billion ($2.16 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 March 31, 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.



RESULTS OF OPERATIONS
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Revenues

Net premiums earned and net premiums written for the three months ended March 31, 2026 increased 13.2% and 17.9%, 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, respectively.
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Net premiums earned included ceded premiums earned of $62.7 million and $106.7 million for the three months ended March 31, 2026 and 2025, respectively. Net premiums written included ceded premiums written of $62.6 million and $156.8 million for the three months ended March 31, 2026 and 2025, respectively. The decreases in ceded premiums earned and written resulted mostly from reinsurance reinstatement premiums earned and written of $50 million and $101 million, respectively, and the accelerated expensing of the remaining annual reinsurance premiums of $26 million under the Treaty, during the three months ended March 31, 2025, for use of reinsurance coverages associated with 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.

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 March 31,
 20262025
 (Amounts in thousands)
Net premiums earned$1,452,413 $1,283,069 
Change in net unearned premiums97,705 31,311 
Net premiums written$1,550,118 $1,314,380 

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 March 31,
 20262025
Loss ratio64.2 %95.1 %
Expense ratio25.1 %24.0 %
Combined ratio (1)
89.3 %119.2 %
__________ 
(1) Combined ratio for the three months ended March 31, 2025 does not sum due to rounding.

Loss ratio is calculated by dividing losses and loss adjustment expenses by net premiums earned. The loss ratio for the first quarter of 2026 and 2025 was affected by favorable development of approximately $9 million and $51 million, respectively, on prior accident years' loss and loss adjustment expense reserves. The favorable development for the first quarter of 2026 was primarily attributable to lower than estimated losses in the automobile line of insurance business, partially offset by adverse development on the homeowners line of insurance business, including adverse development on the prior years' catastrophe losses. The favorable development for the first quarter of 2025 was primarily attributable to lower than estimated losses in the automobile line of insurance business, and the homeowners line of insurance business, including favorable development on the prior years' catastrophe losses.

In addition, the 2026 loss ratio was negatively impacted by approximately $36 million of catastrophe losses net of reinsurance, excluding unfavorable development of approximately $57 million on prior years' catastrophe losses, primarily due to storms in California, Texas and Oklahoma. The 2025 loss ratio was negatively impacted by approximately $459 million of catastrophe losses, excluding favorable development of approximately $12 million on prior years' catastrophe losses, primarily due to the Palisades and Eaton wildfires.

Excluding the effects of estimated prior accident years’ loss development and catastrophe losses, the loss ratio was 62.4% and 63.4% for the first quarter of 2026 and 2025, respectively. The decrease in the loss ratio was primarily due to a rate increase and a decrease in ceded premiums earned that are discussed above, partially offset by increases in loss severity and frequency in the private passenger automobile line of insurance business.
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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 March 31, 2026 increased from the corresponding period in 2025, which was largely attributable to increases in profitability-based accruals and advertising expenses, partially offset by a rate increase and a decrease in ceded premiums earned that are 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 (benefit) was $45.2 million and $(34.0) million for the three months ended March 31, 2026 and 2025, respectively. The increase in income tax expense was primarily due to a $377.9 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 $45.2 million on pre-tax income of $235.7 million, including tax-exempt investment income of $31.7 million, resulted in an effective tax rate of 19.2%, below the statutory tax rate of 21%, for the three months ended March 31, 2026, and income tax benefit of $34.0 million on pre-tax loss of $142.3 million, including tax-exempt investment income of $20.9 million, resulted in an effective tax rate of 23.9%, above the statutory tax rate of 21%, for the corresponding period in 2025.

Investments

The following table presents the investment results of the Company:
 Three Months Ended March 31,
 20262025
 (Dollars in thousands)
Average invested assets at cost (1)
$6,643,376 $5,594,499 
Net investment income (2) (3)
Before income taxes$85,636 $81,479 
After income taxes$72,859 $67,850 
Average annual yield on investments (2) (3)
Before income taxes4.5 %4.9 %
After income taxes3.9 %4.1 %
Net realized investment (losses) gains$(4,543)$23,321 
__________ 
(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 $11.2 million and $13.1 million of interest income earned on cash (approximately $8.9 million and $10.3 million after tax) for the three months ended March 31, 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 March 31, 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.










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The following tables present the components of net realized investment gains or losses included in net income or loss:
Three Months Ended March 31, 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)
$(9,134)$(15,476)$(24,610)
Equity securities (1) (3)
19,099 (2,392)16,707 
Short-term investments (1)
— 17 17 
Note receivable (1)
— (68)(68)
Options sold3,562 (151)3,411 
Total$13,527 $(18,070)$(4,543)
Three Months Ended March 31, 2025
Gains (Losses) Recognized in Net Loss
 SalesChanges in fair valueTotal
 (Amounts in thousands)
Net realized investment gains (losses)
Fixed maturity securities (1) (2)
$(17,018)$17,407 $389 
Equity securities (1) (3)
48,551 (26,762)21,789 
Short-term investments (1)
— (3)(3)
Notes receivable (1)
— 483 483 
Options sold1,102 (439)663 
Total$32,635 $(9,314)$23,321 
__________ 
(1)The changes in fair value of the investment portfolio and notes receivable resulted from application of the fair value option.
(2)The decrease in fair value of fixed maturity securities for the first quarter of 2026 primarily resulted from increases in overall market interest rates. The increase in fair value of fixed maturity securities for the first quarter of 2025 primarily resulted from decreases in overall market interest rates.
(3)The decreases in fair value of equity securities for the first quarters of 2026 and 2025 primarily resulted from the overall decline in equity markets.

Net Income (Loss)
 Three Months Ended March 31,
20262025
 (Amounts in thousands, except per share data)
Net income (loss)$190,421 $(108,327)
Basic average shares outstanding55,389 55,389 
Diluted average shares outstanding55,389 55,389 
Basic Per Share Data:
Net income (loss)$3.44 $(1.96)
Net realized investment (losses) gains, net of tax$(0.06)$0.33 
Diluted Per Share Data:
Net income (loss)$3.44 $(1.96)
Net realized investment (losses) gains, net of tax$(0.06)$0.33 

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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 $1,792.7 million at March 31, 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.

Net cash provided by operating activities for the three months ended March 31, 2026 was $325.6 million, an increase of $394.3 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, partially offset by an increase in payments for commissions and other acquisition costs. The Company utilized the cash provided by operating activities during the three months ended March 31, 2026 primarily for the net purchases of investment securities and payment of dividends to its shareholders, with the remaining invested in cash accounts.

The following table presents the estimated fair value of fixed maturity securities at March 31, 2026 by contractual maturity in the next five years:
 Fixed Maturity Securities
 (Amounts in thousands)
Due in one year or less$247,012 
Due after one year through two years188,778 
Due after two years through three years150,528 
Due after three years through four years178,130 
Due after four years through five years183,821 
Total due within five years$948,269 

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 $(5.2) million and $(1.7) million in incurred losses for the three months ended March 31, 2026 and 2025, respectively, under the Contract. The negative incurred losses for the three months ended March 31, 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 approximately $3.4 million and $2.1 million in incurred losses for the three months ended March 31, 2026 and 2025,
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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 approximately $1.4 million in incurred losses for the three months ended March 31, 2026, 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, 2026. For the 12 months ending June 30, 2026 and 2025, the Treaty provides approximately $2,140 million and $1,290 million of coverage, respectively, on a per occurrence basis after covered catastrophe losses exceed the Company retention limit of $200 million and $150 million, respectively. The Treaty ending June 30, 2026 and 2025 each 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 with certain exceptions as shown below. The Treaty ending June 30, 2026 and 2025 each includes additional restrictions as noted below.

Coverage on individual catastrophes provided for the 12 months ending June 30, 2026 under the Treaty is presented below in various layers:
 Catastrophe Losses and LAE
In Excess ofUp toPercentage of Coverage
 (Amounts in millions)
Retained$— $200 — %
Layer of Coverage (1)
200 300 90.0 
Layer of Coverage (2)
300 1,000 100.0 
Layer of Coverage (3) (4) (5)
1,000 1,600 100.0 
Layer of Coverage (6)
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) Approximately 16.5% of this layer excludes losses from fires following an earthquake.
(4) Approximately 1.1% of this layer excludes losses from fires following an earthquake and from tropical cyclones.
(5) Approximately 9.3% of this layer has a maximum contribution limit to ultimate net loss from all losses in Texas of $425 million.
(6) 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 covers only California wildfires and fires following an earthquake in California, and is not subject to reinstatement.

Coverage on individual catastrophes provided for the 12 months ended June 30, 2025 under the Treaty is presented below in various layers:
Catastrophe Losses and LAE
In Excess ofUp toPercentage of Coverage
(Amounts in millions)
Retained$— $150 — %
Layer of Coverage (1)
150 650 100.0 
Layer of Coverage (1) (2) (3) (4)
650 1,300 100.0 
Layer of Coverage1,300 1,440 100.0 
__________ 
(1) Layer of Coverage represents multiple actual treaty layers that are grouped for presentation purposes.
(2) Approximately 10% of this layer covers California, Arizona, Nevada and Texas only, and has a maximum contribution
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limit to ultimate net loss from all losses in Texas of $425 million.
(3) Approximately 14% of this layer excludes losses from named storms.
(4) Approximately 8% of this layer covers only California wildfires and fires following an earthquake in California, and 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, 2026 and 2025, respectively:
Treaty
Annual Premium (1)
 Reinstatement Premium (2)
Total Combined Premium (2)
 (Amounts in millions)
For the 12 months ending June 30, 2026
$237 $— $237 
For the 12 months ended June 30, 2025
$105 $101 $206 
__________ 
(1) The increase in the annual premium is primarily due to increases in reinsurance coverage and rates, growth in the covered book of business, and an evolving view of risk by the reinsurers.
(2) The reinstatement premium and the total combined premium for the treaty period ending June 30, 2026 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, 2025 are based on actual amounts paid.

The Treaty ending June 30, 2026 and 2025 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 $221 million and $101 million if the full amount of benefits is used for the 12 months ending June 30, 2026 and 2025, 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 $28 million in losses and loss adjustment expenses to the Company before reinsurance, resulting primarily from storms in California, Texas and Oklahoma. None of the 2026 catastrophe events individually resulted in losses in excess of the Company's per-occurrence retention limit of $200 million under the Treaty for the 12 months ending June 30, 2026.

The catastrophe events that occurred in 2025 caused approximately $1,868 million in losses and loss adjustment expenses net of subrogation to the Company before reinsurance as of March 31, 2026, resulting primarily from the Palisades and Eaton wildfires in California and severe storms in Texas, Oklahoma and California. Catastrophe losses for the events that occurred in 2025 was reduced by approximately $609 million of subrogation recorded on the Palisades and Eaton wildfires. All of the reinsurance benefits available for the 12 months ending 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 ending 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-
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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.
The following table presents the composition of the total investment portfolio of the Company at March 31, 2026:
Cost (1)
Fair Value
 (Amounts in thousands)
Fixed maturity securities:
U.S. government bonds$14,930 $14,894 
Municipal securities3,589,245 3,589,734 
Mortgage-backed securities413,244 404,459 
Corporate securities693,411 693,556 
Collateralized loan obligations742,551 728,368 
Other asset-backed securities81,404 68,823 
5,534,785 5,499,834 
Equity securities:
Common stock629,630 763,017 
Non-redeemable preferred stock52,205 38,362 
Private equity funds measured at net asset value (2)
119,852 82,244 
801,687 883,623 
Short-term investments441,810 441,841 
Total investments$6,778,282 $6,825,298 
______________
(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 March 31, 2026, 43.8% of the Company’s total investment portfolio at fair value and 54.4% 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, dividend-bearing common stocks on which dividend income is partially tax-sheltered by the 50% corporate dividend received deduction, and private equity funds. At March 31, 2026, 92.3% 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
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interest rates, modified duration is considered a better indicator of price volatility than simple maturity alone.

The following table presents the maturities and durations of the Company's fixed maturity securities:
March 31, 2026December 31, 2025
(in years)
Fixed Maturity Securities
Nominal average maturity:
excluding short-term investments15.914.7
including short-term investments14.713.8
Call-adjusted average maturity:
excluding short-term investments5.64.8
including short-term investments5.24.5
Modified duration reflecting anticipated early calls:
excluding short-term investments4.84.6
including short-term investments4.44.4

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 March 31, 2026 and December 31, 2025, respectively. The Company's municipal bond holdings, of which 83.3% were tax exempt, represented 54.4% of its fixed maturity securities portfolio at March 31, 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 March 31, 2026, fixed maturity securities holdings rated below investment grade and non-rated bonds totaled $9.1 million and $32.3 million, respectively, at fair value, and represented 0.2% and 0.6%, 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 three months ended March 31, 2026, with 98.8% of fixed maturity securities at fair value experiencing no change in their overall rating. 0.5% and 0.7% of fixed maturity securities at fair value experienced upgrades and downgrades, respectively, during the three months ended March 31, 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:
 March 31, 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$14,894 $— $— $— $— $14,894 
Total14,894 — — — — 14,894 
100.0 %— %— %— %— %100.0 %
Municipal securities:
Insured59,035 280,370 85,581 24,731 1,001 450,718 
Uninsured217,765 1,512,808 1,247,658 145,956 14,829 3,139,016 
Total276,800 1,793,178 1,333,239 170,687 15,830 3,589,734 
7.7 %50.0 %37.1 %4.8 %0.4 %100.0 %
Mortgage-backed securities:
Commercial16,425 — — — — 16,425 
Agencies— 74,196 — — — 74,196 
Non-agencies:
Prime170,059 142,599 — — 258 312,916 
Alt-A— 377 80 — 465 922 
Total186,484 217,172 80 — 723 404,459 
46.1 %53.7 %— %— %0.2 %100.0 %
Corporate securities:
Basic Materials— — — 4,450 — 4,450 
Communications— — — 3,740 — 3,740 
Consumer, cyclical— 2,000 12,837 23,927 — 38,764 
Consumer, non-cyclical— 15,104 73,187 5,131 — 93,422 
Energy— 6,399 — 37,190 — 43,589 
Financial— 82,725 372,699 19,254 — 474,678 
Industrial— — 6,112 11,149 — 17,261 
Technology— — 1,782 — — 1,782 
Utilities— — — 15,870 — 15,870 
Total— 106,228 466,617 120,711 — 693,556 
— %15.3 %67.3 %17.4 %— %100.0 %
Collateralized loan obligations:
Corporate131,281 184,465 386,767 — 25,855 728,368 
Total131,281 184,465 386,767 — 25,855 728,368 
18.0 %25.3 %53.2 %— %3.5 %100.0 %
Other asset-backed securities2,921 12,291 24,876 28,735 — 68,823 
4.2 %17.9 %36.1 %41.8 %— %100.0 %
Total$612,380 $2,313,334 $2,211,579 $320,133 $42,408 $5,499,834 
11.1 %42.1 %40.2 %5.8 %0.8 %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 $14.9 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 March 31, 2026 and December 31, 2025, respectively. Moody's and Fitch ratings for U.S.
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government-issued debt were Aa1 and AA+, respectively, at March 31, 2026 and December 31, 2025. The Company understands that market participants continue to use rates of return on U.S. government debt as a risk-free rate and have continued to invest in U.S. Treasury securities. The modified duration of the U.S. government bonds portfolio reflecting anticipated early calls was 4.4 years and 2.9 years at March 31, 2026 and December 31, 2025, respectively.

Municipal Securities

The Company had $3.59 billion and $3.54 billion, or 65.3% and 65.2% of its fixed maturity securities portfolio, at fair value, in municipal securities at March 31, 2026 and December 31, 2025, respectively. At each of March 31, 2026 and December 31, 2025, the weighted-average rating of the Company’s total municipal securities was AA-. 16.7% and 18.9% of the Company's municipal securities, at fair value, were subject to federal taxes at March 31, 2026 and December 31, 2025, respectively. The modified duration of the municipal securities portfolio reflecting anticipated early calls was 5.0 years and 4.9 years at March 31, 2026 and December 31, 2025, respectively.

At March 31, 2026 and December 31, 2025, $450.7 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 $404.5 million and $297.4 million, or 7.4% and 5.5% of the Company's fixed maturity securities portfolio at fair value, at March 31, 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 $16.4 million and $11.2 million at fair value ($16.7 million and $11.3 million at amortized cost) in commercial mortgage-backed securities at March 31, 2026 and December 31, 2025, respectively.
The weighted-average rating of the entire mortgage-backed securities portfolio was AA+ at each of March 31, 2026 and December 31, 2025. The modified duration of the mortgage-backed securities portfolio reflecting anticipated early calls was 3.8 years and 3.4 years at March 31, 2026 and December 31, 2025, respectively.

Corporate Securities

Corporate securities included in fixed maturity securities were as follows:
March 31, 2026December 31, 2025
 (Dollars in thousands)
Corporate securities at fair value$693,556 $751,602 
Percentage of total fixed maturity securities portfolio12.6 %13.8 %
Modified duration3.1 years2.9 years
Weighted-average ratingAA

Collateralized Loan Obligations

Collateralized loan obligations included in fixed maturity securities were as follows:
March 31, 2026December 31, 2025
 (Dollars in thousands)
Collateralized loan obligations at fair value$728,368 $722,794 
Percentage of total fixed maturity securities portfolio13.2 %13.3 %
Modified duration6.1 years5.9 years
Weighted-average ratingAA-AA-

39
Other Asset-Backed Securities

Other asset-backed securities included in fixed maturity securities were as follows:
March 31, 2026December 31, 2025
 (Dollars in thousands)
Other asset-backed securities at fair value$68,823 $98,455 
Percentage of total fixed maturity securities portfolio1.3 %1.8 %
Modified duration1.5 years0.9 years
Weighted-average ratingA-A-

Equity Securities

Equity holdings of $883.6 million and $812.8 million at fair value, as of March 31, 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, and private equity funds. The Company had a net loss of $2.4 million and $26.8 million due to changes in fair value of the Company’s equity securities portfolio for the three months ended March 31, 2026 and 2025, respectively. The primary cause for the decreases in fair value of the Company’s equity securities portfolio for the three months ended March 31, 2026 and 2025 was the overall decline in equity markets.

The Company’s common stock allocation is intended to enhance the return of and provide diversification for the total portfolio. At March 31, 2026, 12.9% 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 March 31, 2026 were $375 million of senior unsecured notes that are publicly traded and $200 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 March 31, 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 $2.58 billion at March 31, 2026, and net premiums written of $5.96 billion for the twelve months ended on that date, the ratio of net premiums written to surplus was 2.31 to 1 at March 31, 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 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
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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 March 31, 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 March 31, 2026: 
StatesFair ValueAverage Rating
 (Amounts in thousands) 
Florida$450,855 A+
California330,680 AA-
Texas324,708 AA
New York316,665 AA
Pennsylvania226,008 A+
Other states1,940,818 AA-
Total$3,589,734 

At March 31, 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 California. 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 45.6% of the Company’s total fixed maturity securities portfolio at fair value at March 31, 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 March 31, 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 March 31, 2026, the Company’s primary objective for common equity investments was current income. The fair value of the equity investments consisted of $763.0 million in common stocks, $38.4 million in non-redeemable preferred stocks, and $82.2 million in private equity funds. Common stocks are typically valued for future economic prospects as perceived by the market.
Common stocks represented 11.2% of total investments at fair value at March 31, 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.





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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 March 31, 2026 and December 31, 2025:
March 31, 2026December 31, 2025
(Amounts in thousands, except average Beta)
Average Beta0.78 0.84 
Hypothetical reduction of 25% in the overall value of the stock market $148,788 $142,205 
Hypothetical reduction of 50% in the overall value of the stock market $297,577 $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 80.6% of total investments at March 31, 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 4.4 years at each of March 31, 2026 and December 31, 2025.

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 March 31, 2026 would decrease by $263.8 million and $527.6 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 March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits
 
10.1*
10.2*
10.3*
10.4*
15.1
15.2
31.1
31.2
32.1
32.2
101.INSXBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*    Denotes management contract or compensatory plan or arrangement.
44
Table of Contents
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: May 5, 2026 By:/s/ Gabriel Tirador
 Gabriel Tirador
 Chief Executive Officer
Date: May 5, 2026 By:/s/ Theodore R. Stalick
 Theodore R. Stalick
 Senior Vice President and Chief Financial Officer
45

Exhibit 10.1
MERCURY GENERAL CORPORATION
LONG-TERM INCENTIVE PLAN

PERFORMANCE PHANTOM STOCK UNIT AWARD AGREEMENT (EXECUTIVE)
Mercury General Corporation (the “Company”) hereby grants to the participant listed below (“Participant”), this award (the “Award”) of the number of performance-based phantom stock units (“Performance Phantom Stock Units” or “PSUs”) listed below. Each PSU represents the right to receive the “Payout Value” in cash per PSU upon satisfaction of certain performance conditions as specified in Section 1(b) of the terms and conditions attached hereto as Exhibit A (together with this grant notice, the “Award Agreement”).
Participant:
    
Grant Date:
    
Target Number of PSUs:
    
Maximum Number of PSUs:
1.50x Target Number of PSUs
Performance Cycle:
    
Performance Conditions:
The PSUs shall be eligible for payment based on the performance conditions set forth in Exhibit B.
Distribution Schedule:
Except as provided in Section 5 of Exhibit B, the Payout Value shall be payable within 30 days following the Determination Date (as defined in Exhibit B), provided that Participant shall not have had a Termination of Service prior to the applicable payment date.

By accepting this Award, Participant agrees to be bound by the terms and conditions of the Plan and this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Award. Participant understands and agrees that this Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the term of the Award or any portion of it.
This Award is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. Except as set forth in Sections 3 and 5 of this Agreement, in the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement.

    

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EXHIBIT A

TERMS AND CONDITIONS
1.    Award of PSUs.
(a)    Performance Conditions; Effect of Termination of Service. The PSUs subject to the PSU Award shall become eligible for payment in accordance with the Performance Conditions set forth on the first page of this Award Agreement and in Exhibit B. Except as provided in Section 5 of Exhibit B, in the event of Participant’s Termination of Service prior to the payment of the Payout Value (as defined below) with respect to the PSUs, all PSUs will terminate automatically and be forfeited without further notice.
(b)    Payment. Subject to the terms and provisions of the Plan and this Award Agreement, including Section 5 of Exhibit B, Participant shall be eligible to receive a cash payment for each Payment Eligible PSU (as defined in Exhibit B) in an amount equal to the Per Share Payout Value (as defined below) on the Determination Date for each such Payment Eligible PSU (the “Payout Value”). Subject to Section 1(a) and Section 5 of Exhibit B, the Payout Value shall be paid to Participant within 30 days following the Determination Date (as defined in Exhibit B), and shall be subject to any tax withholding required by Applicable Law. Once payment has been made on a PSU under this Section 1(b), then such PSU will be satisfied in full and no further payment will be due thereon. For purposes of this Agreement, except as provided in Section 5 of Exhibit B, the “Per Share Payout Value” will be equal to (i) the average closing price per share of the Company’s Common Stock for the 5 trading days following the Company’s public release of its financial results for the final calendar year in the Performance Cycle, or (ii) in the event of a Change in Control, the average closing price per share of the Company’s Common Stock for the 5 trading days preceding the Change in Control.
2.    Section 409A. This Award shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, “Section 409A”). This Award Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the cash payable hereunder shall be distributed to Participant no later than the later of: (a) the 15th day of the third month following Participant’s first taxable year in which such PSUs are no longer subject to a substantial risk of forfeiture, and (b) the 15th day of the third month following first taxable year of the Company in which such PSUs are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A. For purposes of Section 409A, each payment that Participant may be eligible to receive under this Award Agreement shall be treated as a separate and distinct payment.
3.    Forfeiture and Clawback Provisions. By executing this Agreement and accepting this Award, Participant agrees that all compensation received by Participant, including Awards under the Plan (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by Participant upon receipt of this Award), shall be subject to reduction, cancellation, forfeiture and/or recoupment as provided in Section 3.6(a), 3.6(b) and 3.6(c) of the Plan, notwithstanding any other agreement to the contrary. However, Sections 3.6(d) and 3.6(e) of the Plan shall not apply to this Award. Participant agrees that Participant is not entitled to indemnification in connection with any enforcement of the Recovery

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Arrangements and expressly waives any rights to such indemnification under the Company’s organizational documents or otherwise. By executing this Award Agreement, Participant agrees to take all required action in a reasonably prompt manner, as applicable, to enable the enforcement of the Recovery Arrangements and Section 3.6 of the Plan.
4.    Governing Law. This Award Agreement shall be administered, interpreted and enforced under the internal laws of the State of California without regard to conflicts of laws thereof or of any other jurisdiction.
5.    Entire Agreement. The Plan and this Award Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. This Award Agreement may be amended by the Administrator as provided in the Plan; provided, however, that, notwithstanding anything to the contrary in the Plan, any amendment that adversely affects Participant’s rights hereunder shall require Participant’s prior written consent.
6.    Unfunded Status of Award. The Plan and this Award are intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to Participant pursuant to this Award, nothing contained in the Plan or this Award Agreement shall give Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.
7.    No Stockholder Rights. This Award does not confer upon Participant any rights as a stockholder or any rights to receive any securities of the Company by virtue of the Plan or this Award Agreement. This Award represents only a potential payment in cash that may become payable on the terms and conditions set forth in the Plan and this Award Agreement and shall not represent actual units or other equity interests in the Company or a security interest in any of the assets held by the Company.

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EXHIBIT B

PERFORMANCE CONDITIONS
1.    Performance Conditions. Subject to Section 5 below, Participant may be eligible for payment with respect to up to 1.50x the Target Number of PSUs based on the Average Company Combined Factor and Individual Performance Factor for the three-year period commencing January 1, [Year 1] and ending December 31, [Year 3] (the “Performance Cycle”). On the Determination Date (as defined below), such number of PSUs will become eligible for payment as is determined in accordance with the formula below (the “Payment Eligible PSUs”):
Average Company Combined Factor x Target Number of PSUs =
Final Number of PSUs to be Paid
Subject to Section 5 below, in the event of Participant’s Termination of Service prior to the payment of the Payout Value with respect to the PSUs that are determined to be eligible for payment pursuant to this Exhibit B, all PSUs will terminate automatically and be forfeited without further notice.
2.    Determination of Average Company Combined Factor. Subject to Section 5 below, the “Average Company Combined Factor” will be determined by the Administrator on the Determination Date and will be equal to the average of the Combined Factors (as determined below) for each of the three calendar years in the Performance Cycle. For each calendar year in the Performance Cycle, a “Combined Factor” will be determined based on the Company’s Growth Factor and the Company’s Profitability Factor for such calendar year as set forth below:
Combined Factor = (Company Growth Factor x 50%) + (Company Profitability Factor x 50%)
Notwithstanding anything in this Award Agreement to the contrary, unless otherwise provided in Section 5 below, the Combined Factor for any given calendar year during the Performance Cycle will be 0.0 if (a) the Company’s Profitability Factor for such calendar year is less than 0.50 or (b) the Company’s Growth Factor for such calendar year is less than 0.50 or (c) the Participant’s Individual Performance Factor for such calendar year is 0.00. If the Participant’s Individual Performance Factor for such calendar year is 1.0, then the Combined Factor for such calendar year shall be calculated as described above.
A.    Company Growth Factor. The “Company Growth Factor” for each calendar year during the Performance Cycle will be determined by the Administrator based on “Year Over Year Growth in Market Share” for such calendar year as set forth in the table below:
Year Over Year Growth in Market Share
Company Growth Factor
[__]% or More
1.50
[__]%
1.00
[__]%
0.50
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*Achievement between levels will be determined by linear interpolation.
B.    Company Profitability Factor. The “Company Profitability Factor” for each calendar year in the Performance Cycle will be determined by the Administrator based on the Company’s Combined Ratio for such calendar year as set forth in the table below:
Combined Ratio
Company Profitability Factor
Less Than or Equal to [__]%
1.50
[__]%
1.00
[__]%
0.50
*Achievement between levels will be determined by linear interpolation.
3.    Determination of Individual Performance Factor. For each calendar year during the Performance Cycle, Participant will be assigned an “Individual Performance Factor” for purposes of Section 1. If Participant is determined to have met or exceeded performance expectations during the applicable calendar year as determined by their supervisor or manager, in their sole discretion, Participant will be assigned an Individual Performance Factor of 1.0. If Participant is determined NOT to have met or exceeded performance expectations during the applicable calendar year, as determined by their supervisor or manager, in their sole discretion, Participant will be assigned an Individual Performance Factor of 0.0 for such calendar year. While Participant’s supervisor or manager shall take Participant’s achievement with respect to their individual performance goals into account in determining the Individual Performance Factor, any such determination remains in the discretion of the supervisor or manager based on their subjective assessment of Participant’s overall performance. In addition, this Award may be terminated and/or a Participant may be assigned an Individual Performance Factor of 0.0 in the event of Participant’s misconduct or violation of Company policy during the Performance Cycle or prior to the payment of the Payout Value, if any, as determined in the sole discretion of the Administrator.
4.    Adjustment of Performance Objectives. If, during the Performance Cycle, the Administrator determines, by the application of reasonable criteria, that the established performance measures or objectives are no longer applicable due to a change in the Company’s business, operations, corporate structure, or capital structure, the Administrator may modify the performance measures and standards as the Administrator considers appropriate and equitable without Participant’s consent.
5.    Effect of Change in Control; Qualifying Termination. Notwithstanding anything to the contrary in this Agreement:
(a)    If a Change in Control occurs prior to the Determination Date:
(1)    Upon the occurrence of the Change in Control, the Average Company Combined Factor will be determined as of the date of such Change in Control taking into account (a) the Combined Factor for any completed calendar year during such Performance Cycle, and (b) assuming a Combined Factor of 1.0 and an Individual Performance Factor of 1.0
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for any calendar year during such Performance Cycle that has not yet ended, has not yet commenced or for which a Combined Factor cannot yet be calculated.
(2)    The resulting PSUs (the “CIC Payment Eligible PSUs”) will remain eligible to vest on the later of (A) December 31, [Year 3] or (B) the date of the Change in Control, provided Participant does not experience a Termination of Service prior to such date.
(3)    Notwithstanding the foregoing, the CIC Payment Eligible PSUs will vest on an accelerated basis in the event of Participant’s Qualifying Termination following the Change in Control on the effective date of Participant’s Release (as defined below).
(4)    Participant shall be eligible to receive a cash payment upon vesting of each CIC Payment Eligible PSU in an amount equal to the Payout Value within 30 days following the vesting of the CIC Payment Eligible PSUs (or, in the event of vesting as a result of Participant’s Qualifying Termination, within 10 days following the Release effective date), and shall be subject to any tax withholding required by Applicable Law.
(b)    If a Change in Control occurs following the Determination Date but prior to the payment of the Payout Value for the Payment Eligible PSUs (as determined under Section 1 above), all of the Payment Eligible PSUs will vest upon the occurrence of the Change in Control, subject to Participant not experiencing a Termination of Service prior to such date. Participant shall be eligible to receive a cash payment upon vesting of each Payment Eligible PSU in an amount equal to the Payout Value within 30 days following the date of the Change in Control, and shall be subject to any tax withholding required by Applicable Law.
(c)    In the event of Participant’s Qualifying Termination prior to a Change in Control and prior to the payment of the Payout Value for the Payment Eligible PSUs (as determined under Section 1 above), on the effective date of Participant’s Release, Participant will vest in a number of PSUs determined as follows:
(1)    The Average Company Combined Factor will be determined as of the date of such Qualifying Termination taking into account (a) the Combined Factor for any completed calendar year during such Performance Cycle, and (b) assuming a Combined Factor of 1.0 and an Individual Performance Factor of 1.0 for any calendar year during such Performance Cycle that has not yet ended, has not yet commenced or for which a Combined Factor cannot yet be calculated;
(2)    The resulting Average Company Combined Factor will be multiplied by the Target Number of PSUs; and
(3)    The resulting number of PSUs determined in clause (2) will be prorated to reflect the portion of the Performance Cycle that has elapsed prior to the date of such Qualifying Termination plus 12 months.
For purposes of any payment to Participant pursuant to this Section 5(c), the “Per Share Payout Value” will be equal to the average closing price per share of the Company’s Common Stock on the date of Participant’s Qualifying Termination. The Participant shall be eligible to receive a cash payment upon vesting of the resulting PSUs in an amount equal to the resulting Payout Value within 10 days following the Release effective date, and shall be subject to any tax withholding required by Applicable Law.
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(d)    Any payment due to Participant under the PSUs as a result of Participant’s Qualifying Termination under Sections 5(a)(3) or 5(c) will be subject to Participant executing a general release of all claims in favor of the Company and its affiliates (the “Release”) in a form reasonably acceptable to the Company (and allowing such Release to become effective without revocation) in order to effectuate a valid general release of claims and containing other standard provisions including, without limitation, mutual non-disparagement. In the event the Release does not become effective within the 60-day period following the date of Participant’s termination of employment, Participant will not be entitled to the aforesaid payments and benefits with respect to the PSUs.
6.    Definitions. For purposes of this Award Agreement, the following terms have the meanings provided below:
    “Cause” means any of the following: (a) Participant’s commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by Participant, that has a demonstrable adverse impact on the Company or any successor or affiliate thereof; (b) Participant’s conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (c) any intentional, unauthorized use or disclosure by Participant of confidential information or trade secrets of the Company or any successor or affiliate thereof; (d) Participant’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on Participant’s part, (e) Participant’s ongoing and repeated failure or refusal to perform or neglect of Participant’s duties as required by this letter or Participant’s ongoing and repeated failure or refusal to comply with the instructions given to Participant by Participant’s supervisor or the Board, which failure, refusal or neglect continues for 15 days following Participant’s receipt of written notice from the Company stating with specificity the nature of such failure, refusal or neglect; or (f) Participant’s willful, material breach of any material Company policy or any material provision of Participant’s employment letter or the Confidentiality Agreement. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Participant for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this letter, to constitute grounds for termination for Cause.
“Change in Control” shall mean and include each of the following (with defined terms used in this definition and not defined herein to have the meanings given to such terms in the Plan):
(a)    A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or
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(b)    The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:
(i)    which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and
(ii)    after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 6.6(b)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
        Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a) or (b) with respect to such Award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.
        The Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
“Combined Ratio” for any calendar year means the Company’s combined ratio – GAAP Basis – the sum of the Loss Ratio and Expense Ratio for the applicable year. The Loss Ratio is calculated by dividing losses and loss adjustment expenses (inclusive of Catastrophe Losses), by Net Premiums Earned. The Expense Ratio is calculated by dividing the total of policy acquisition costs and other operating expenses inclusive of Plan expenses, by Net Premiums Earned.
“Determination Date” means the date following the end of the Performance Cycle on which date the Administrator determines the number of PSUs that will be eligible for payment with respect to the Performance Cycle, if any. The Determination Date shall occur as soon as reasonably practicable following the end of the Performance Cycle and the date the Market Share becomes available for the final calendar year in the Performance Cycle, but in no event prior to the date of the Company’s public release of its financial results for the final calendar year in the Performance Cycle.
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    “Disability” means a permanent and total disability under Section 22(e)(3) of the Internal Revenue Code.
        “Good Reason” means, without Participant’s consent: (a) a material reduction in Participant’s base salary or target annual bonus opportunity, other than a reduction that is part of an across-the-board reduction affecting similarly situated employees, providing that the percentage of reduction in Participant’s base salary and bonus potential is no larger than the percentage reduction of the officer of the Company receiving the least reduction in base salary and bonus potential; (b) a change in Participant’s reporting structure such that Participant no longer report to the Chief Executive Officer, President and/or the Chief Operating Officer of the Company, or a material diminution in Participant’s authority, duties, or responsibilities; (c) a requirement that Participant relocate Participant’s principal work location by more than 30 miles from its then-current location (which shall be Participant’s home office to the extent Participant is in a Work From Home position), other than on a temporary basis and excluding reasonable business travel; or (d) a material breach by the Company of this Agreement any other material written agreement between Participant and the Company. Notwithstanding the foregoing, no resignation shall be for Good Reason unless (i) Participant provides written notice to the Company within 60 days after the initial existence of the condition giving rise to Good Reason, (ii) the Company fails to cure such condition within 30 days after receipt of such notice, and (iii) Participant actually terminates employment within 30 days following the end of such cure period.
“Market Share” means for any calendar year the Company’s market share as determined by the Administrator based on such third-party sources as the Administrator determines are appropriate.
    “Qualifying Termination” means Participant’s Termination of Service as a result of (a) Participant’s involuntarily termination by the Company without Cause, (b) Participant’s resignation for Good Reason, or (c) Participant’s Termination of Service due to death or Disability.
“Year Over Year Growth in Market Share” for any calendar year means the year over year positive growth in the Company’s Market Share for such calendar year as compared to the Company’s Market Share for the immediately preceding calendar year, expressed as a percentage.


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Exhibit 10.2
MERCURY GENERAL CORPORATION
LONG-TERM INCENTIVE PLAN

PERFORMANCE PHANTOM STOCK UNIT AWARD AGREEMENT
Mercury General Corporation (the “Company”) hereby grants to the participant listed below (“Participant”), this award (the “Award”) of the number of performance-based phantom stock units (“Performance Phantom Stock Units” or “PSUs”) listed below. Each PSU represents the right to receive the “Payout Value” in cash per PSU upon satisfaction of certain performance conditions as specified in Section 1(b) of the terms and conditions attached hereto as Exhibit A (together with this grant notice, the “Award Agreement”).
Participant:
    
Grant Date:
    
Target Number of PSUs:

    

Maximum Number of PSUs:
1.50x Target Number of PSUs
Performance Cycle:
    
Performance Conditions:
The PSUs shall be eligible for payment based on the performance conditions set forth in Exhibit B.
Distribution Schedule:
Except as provided in Section 5 of Exhibit B, the Payout Value shall be payable within 30 days following the Determination Date (as defined in Exhibit B), provided that Participant shall not have had a Termination of Service prior to the applicable payment date.

By accepting this Award, Participant agrees to be bound by the terms and conditions of the Plan and this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Award. Participant understands and agrees that this Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the term of the Award or any portion of it.
This Award is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. Except as set forth in Sections 3 and 5 of this Agreement, in the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement.

    

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EXHIBIT A

TERMS AND CONDITIONS
1.    Award of PSUs.
(a)    Performance Conditions; Effect of Termination of Service. The PSUs subject to the PSU Award shall become eligible for payment in accordance with the Performance Conditions set forth on the first page of this Award Agreement and in Exhibit B. Except as provided in Section 5 of Exhibit B, in the event of Participant’s Termination of Service prior to the payment of the Payout Value (as defined below) with respect to the PSUs, all PSUs will terminate automatically and be forfeited without further notice.
(b)    Payment. Subject to the terms and provisions of the Plan and this Award Agreement, including Section 5 of Exhibit B, Participant shall be eligible to receive a cash payment for each Payment Eligible PSU (as defined in Exhibit B) in an amount equal to the Per Share Payout Value (as defined below) on the Determination Date for each such Payment Eligible PSU (the “Payout Value”). Subject to Section 1(a) and Section 5 of Exhibit B, the Payout Value shall be paid to Participant within 30 days following the Determination Date (as defined in Exhibit B), and shall be subject to any tax withholding required by Applicable Law. Once payment has been made on a PSU under this Section 1(b), then such PSU will be satisfied in full and no further payment will be due thereon. For purposes of this Agreement, except as provided in Section 5 of Exhibit B, the “Per Share Payout Value” will be equal to (i) the average closing price per share of the Company’s Common Stock for the 5 trading days following the Company’s public release of its financial results for the final calendar year in the Performance Cycle, or (ii) in the event of a Change in Control, the average closing price per share of the Company’s Common Stock for the 5 trading days preceding the Change in Control.
2.    Section 409A. This Award shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, “Section 409A”). This Award Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the cash payable hereunder shall be distributed to Participant no later than the later of: (a) the 15th day of the third month following Participant’s first taxable year in which such PSUs are no longer subject to a substantial risk of forfeiture, and (b) the 15th day of the third month following first taxable year of the Company in which such PSUs are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A. For purposes of Section 409A, each payment that Participant may be eligible to receive under this Award Agreement shall be treated as a separate and distinct payment.
3.    Forfeiture and Clawback Provisions. By executing this Agreement and accepting this Award, Participant agrees that all compensation received by Participant, including Awards under the Plan (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by Participant upon receipt of this Award), shall be subject to reduction, cancellation, forfeiture and/or recoupment as provided in Section 3.6(a), 3.6(b) and 3.6(c) of the Plan, notwithstanding any other agreement to the contrary. However, Sections 3.6(d) and 3.6(e) of the Plan shall not apply to this Award. Participant agrees that Participant is not entitled to indemnification in connection with any enforcement of the Recovery

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Arrangements and expressly waives any rights to such indemnification under the Company’s organizational documents or otherwise. By executing this Award Agreement, Participant agrees to take all required action in a reasonably prompt manner, as applicable, to enable the enforcement of the Recovery Arrangements and Section 3.6 of the Plan.
4.    Governing Law. This Award Agreement shall be administered, interpreted and enforced under the internal laws of the State of California without regard to conflicts of laws thereof or of any other jurisdiction.
5.    Entire Agreement. The Plan and this Award Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. This Award Agreement may be amended by the Administrator as provided in the Plan; provided, however, that, notwithstanding anything to the contrary in the Plan, any amendment that adversely affects Participant’s rights hereunder shall require Participant’s prior written consent.
6.    Unfunded Status of Award. The Plan and this Award are intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to Participant pursuant to this Award, nothing contained in the Plan or this Award Agreement shall give Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.
7.    No Stockholder Rights. This Award does not confer upon Participant any rights as a stockholder or any rights to receive any securities of the Company by virtue of the Plan or this Award Agreement. This Award represents only a potential payment in cash that may become payable on the terms and conditions set forth in the Plan and this Award Agreement and shall not represent actual units or other equity interests in the Company or a security interest in any of the assets held by the Company.

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EXHIBIT B

PERFORMANCE CONDITIONS
1.    Performance Conditions. Subject to Section 5 below, Participant may be eligible for payment with respect to up to 1.50x the Target Number of PSUs based on the Average Company Combined Factor and Individual Performance Factor for the three-year period commencing January 1, [Year 1] and ending December 31, [Year 3] (the “Performance Cycle”). On the Determination Date (as defined below), such number of PSUs will become eligible for payment as is determined in accordance with the formula below (the “Payment Eligible PSUs”):
Average Company Combined Factor x Target Number of PSUs =
Final Number of PSUs to be Paid
Subject to Section 5 below, in the event of Participant’s Termination of Service prior to the payment of the Payout Value with respect to the PSUs that are determined to be eligible for payment pursuant to this Exhibit B, all PSUs will terminate automatically and be forfeited without further notice.
2.    Determination of Average Company Combined Factor. Subject to Section 5 below, the “Average Company Combined Factor” will be determined by the Administrator on the Determination Date and will be equal to the average of the Combined Factors (as determined below) for each of the three calendar years in the Performance Cycle. For each calendar year in the Performance Cycle, a “Combined Factor” will be determined based on the Company’s Growth Factor and the Company’s Profitability Factor for such calendar year as set forth below:
Combined Factor = (Company Growth Factor x 50%) + (Company Profitability Factor x 50%)
Notwithstanding anything in this Award Agreement to the contrary, unless otherwise provided in Section 5 below, the Combined Factor for any given calendar year during the Performance Cycle will be 0.0 if (a) the Company’s Profitability Factor for such calendar year is less than 0.50 or (b) the Company’s Growth Factor for such calendar year is less than 0.50 or (c) the Participant’s Individual Performance Factor for such calendar year is 0.00. If the Participant’s Individual Performance Factor for such calendar year is 1.0, then the Combined Factor for such calendar year shall be calculated as described above.
A.    Company Growth Factor. The “Company Growth Factor” for each calendar year during the Performance Cycle will be determined by the Administrator based on “Year Over Year Growth in Market Share” for such calendar year as set forth in the table below:
Year Over Year Growth in Market Share
Company Growth Factor
[__]% or More
1.50
[__]%
1.00
[__]%
0.50
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*Achievement between levels will be determined by linear interpolation.
B.    Company Profitability Factor. The “Company Profitability Factor” for each calendar year in the Performance Cycle will be determined by the Administrator based on the Company’s Combined Ratio for such calendar year as set forth in the table below:
Combined Ratio
Company Profitability Factor
Less Than or Equal to [__]%
1.50
[__]%
1.00
[__]%
0.50
*Achievement between levels will be determined by linear interpolation.
3.    Determination of Individual Performance Factor. For each calendar year during the Performance Cycle, Participant will be assigned an “Individual Performance Factor” for purposes of Section 1. If Participant is determined to have met or exceeded performance expectations during the applicable calendar year as determined by their supervisor or manager, in their sole discretion, Participant will be assigned an Individual Performance Factor of 1.0. If Participant is determined NOT to have met or exceeded performance expectations during the applicable calendar year, as determined by their supervisor or manager, in their sole discretion, Participant will be assigned an Individual Performance Factor of 0.0 for such calendar year. While Participant’s supervisor or manager shall take Participant’s achievement with respect to their individual performance goals into account in determining the Individual Performance Factor, any such determination remains in the discretion of the supervisor or manager based on their subjective assessment of Participant’s overall performance. In addition, this Award may be terminated and/or a Participant may be assigned an Individual Performance Factor of 0.0 in the event of Participant’s misconduct or violation of Company policy during the Performance Cycle or prior to the payment of the Payout Value, if any, as determined in the sole discretion of the Administrator.
4.    Adjustment of Performance Objectives. If, during the Performance Cycle, the Administrator determines, by the application of reasonable criteria, that the established performance measures or objectives are no longer applicable due to a change in the Company’s business, operations, corporate structure, or capital structure, the Administrator may modify the performance measures and standards as the Administrator considers appropriate and equitable without Participant’s consent.
5.    Effect of Change in Control; Qualifying Termination. Notwithstanding anything to the contrary in this Agreement:
(a)    If a Change in Control occurs prior to the Determination Date:
(1)    Upon the occurrence of the Change in Control, the Average Company Combined Factor will be determined as of the date of such Change in Control taking into account (a) the Combined Factor for any completed calendar year during such Performance Cycle, and (b) assuming a Combined Factor of 1.0 and an Individual Performance Factor of 1.0
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for any calendar year during such Performance Cycle that has not yet ended, has not yet commenced or for which a Combined Factor cannot yet be calculated.
(2)    The resulting PSUs (the “CIC Payment Eligible PSUs”) will remain eligible to vest on the later of (A) December 31, [Year 3] or (B) the date of the Change in Control, provided Participant does not experience a Termination of Service prior to such date.
(3)    Participant shall be eligible to receive a cash payment upon vesting of each CIC Payment Eligible PSU in an amount equal to the Payout Value within 30 days following the vesting of the CIC Payment Eligible PSUs, and shall be subject to any tax withholding required by Applicable Law.
(b)    If a Change in Control occurs following the Determination Date but prior to the payment of the Payout Value for the Payment Eligible PSUs (as determined under Section 1 above), all of the Payment Eligible PSUs will vest upon the occurrence of the Change in Control, subject to Participant not experiencing a Termination of Service prior to such date. Participant shall be eligible to receive a cash payment upon vesting of each Payment Eligible PSU in an amount equal to the Payout Value within 30 days following the date of the Change in Control, and shall be subject to any tax withholding required by Applicable Law.
6.    Definitions. For purposes of this Award Agreement, the following terms have the meanings provided below:
“Change in Control” shall mean and include each of the following (with defined terms used in this definition and not defined herein to have the meanings given to such terms in the Plan):
(a)    A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or
(b)    The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:
(i)    which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company
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(the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and
(ii)    after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 6.6(b)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
        Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a) or (b) with respect to such Award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.
        The Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
“Combined Ratio” for any calendar year means the Company’s combined ratio – GAAP Basis – the sum of the Loss Ratio and Expense Ratio for the applicable year. The Loss Ratio is calculated by dividing losses and loss adjustment expenses (inclusive of Catastrophe Losses), by Net Premiums Earned. The Expense Ratio is calculated by dividing the total of policy acquisition costs and other operating expenses inclusive of Plan expenses, by Net Premiums Earned.
“Determination Date” means the date following the end of the Performance Cycle on which date the Administrator determines the number of PSUs that will be eligible for payment with respect to the Performance Cycle, if any. The Determination Date shall occur as soon as reasonably practicable following the end of the Performance Cycle and the date the Market Share becomes available for the final calendar year in the Performance Cycle, but in no event prior to the date of the Company’s public release of its financial results for the final calendar year in the Performance Cycle.
“Market Share” means for any calendar year the Company’s market share as determined by the Administrator based on such third-party sources as the Administrator determines are appropriate.
“Year Over Year Growth in Market Share” for any calendar year means the year over year positive growth in the Company’s Market Share for such calendar year as compared to the Company’s Market Share for the immediately preceding calendar year, expressed as a percentage.


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Exhibit 10.3
MERCURY GENERAL CORPORATION
LONG-TERM INCENTIVE PLAN

RESTRICTED PHANTOM STOCK UNIT AWARD AGREEMENT (EXECUTIVE)
Mercury General Corporation (the “Company”) hereby grants to the participant listed below (“Participant”), this award (the “Award”) of the number of phantom stock units (“Restricted Phantom Stock Units” or “RSUs”) listed below. Each RSU represents the right to receive the “Payout Value” in cash per RSU upon vesting specified in Section 1(b) of the terms and conditions attached hereto as Exhibit A (together with this grant notice, the “Award Agreement”).
Participant:
    
Grant Date:
    
Total Number of RSUs:
    
Vesting Schedule:
Except as provided in Section 8, the RSUs shall vest in three equal annual installments on each of the first three anniversaries of the Grant Date (each a “Vesting Date”).
Distribution Schedule:Except as provided in Section 8, the Payout Value for any vested RSUs shall be payable within 30 days following the applicable Vesting Date of the RSUs in accordance with Section 1(b) of the Award Agreement, provided that Participant shall not have had a Termination of Service prior to the applicable payment date.

By accepting this Award, Participant agrees to be bound by the terms and conditions of the Plan and this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Award. Participant understands and agrees that this Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the term of the Award or any portion of it.
This Award is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. Except as set forth in Sections 3 and 5 of this Agreement, in the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement.

    

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EXHIBIT A

TERMS AND CONDITIONS
1.    Award of RSUs.
(a)    Vesting; Effect of Termination of Service. The RSUs subject to the RSU Award shall become eligible for payment in accordance with the Vesting Schedule set forth on the first page of this Award Agreement. Except as provided in Section 8, in the event of Participant’s Termination of Service prior to the payment of the Payout Value (as defined below) with respect to any RSUs, such RSUs will terminate automatically and be forfeited without further notice.
(b)    Payment. Subject to the terms and provisions of the Plan and this Award Agreement, Participant shall be eligible to receive a cash payment for each RSU for which the Vesting Date has occurred in accordance with the Vesting Schedule set forth on the first page of this Award Agreement in an amount equal to the Per Share Payout Value (as defined below) on the applicable Vesting Date for each such vested RSU (the “Payout Value”). Subject to Section 1(a) and Section 8, the Payout Value shall be paid to Participant within 30 days following the applicable Vesting Date of the RSUs, and shall be subject to any tax withholding required by Applicable Law. Once payment has been made on a RSU under this Section 1(b), then such RSU will be satisfied in full and no further payment will be due thereon. For purposes of this Agreement, except as provided in Section 8, the “Per Share Payout Value” will be equal to (i) the closing price per share of the Company’s Common Stock on the applicable Vesting Date, or (ii) in the event of a Change in Control prior to the final Vesting Date, the average closing price per share of the Company’s Common Stock for the 5 trading days preceding the Change in Control.
2.    Section 409A. This Award shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, “Section 409A”). This Award Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the cash payable hereunder shall be distributed to Participant no later than the later of: (a) the 15th day of the third month following Participant’s first taxable year in which such RSUs are no longer subject to a substantial risk of forfeiture, and (b) the 15th day of the third month following first taxable year of the Company in which such RSUs are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A. For purposes of Section 409A, each payment that Participant may be eligible to receive under this Award Agreement shall be treated as a separate and distinct payment.
3.    Forfeiture and Clawback Provisions. By executing this Agreement and accepting this Award, Participant agrees that all compensation received by Participant, including Awards under the Plan (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by Participant upon receipt of this Award), shall be subject to reduction, cancellation, forfeiture and/or recoupment as provided in Section 3.6 of the Plan, notwithstanding any other agreement to the contrary. Participant agrees that Participant is not entitled to indemnification in connection with any enforcement of the Recovery Arrangements and expressly waives any rights to such indemnification under the Company’s organizational
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documents or otherwise. By executing this Award Agreement, Participant agrees to take all required action in a reasonably prompt manner, as applicable, to enable the enforcement of the Recovery Arrangements and Section 3.6 of the Plan.
4.    Governing Law. This Award Agreement shall be administered, interpreted and enforced under the internal laws of the State of California without regard to conflicts of laws thereof or of any other jurisdiction.
5.    Entire Agreement. The Plan and this Award Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. This Award Agreement may be amended by the Administrator as provided in the Plan; provided, however, that any amendment that adversely affects Participant’s rights hereunder shall require Participant’s prior written consent.
6.    Unfunded Status of Award. The Plan and this Award are intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to Participant pursuant to this Award, nothing contained in the Plan or this Award Agreement shall give Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.
7.    No Stockholder Rights. This Award does not confer upon Participant any rights as a stockholder or any rights to receive any securities of the Company by virtue of the Plan or this Award Agreement. This Award represents only a potential payment in cash that may become payable on the terms and conditions set forth in the Plan and this Award Agreement and shall not represent actual units or other equity interests in the Company or a security interest in any of the assets held by the Company.
8.    Effect of Change in Control; Qualifying Termination. Notwithstanding anything to the contrary in this Agreement:
(a)    In the event of Participant’s Qualifying Termination (as defined below) prior to the final Vesting Date and outside of the Change in Control Period, any RSUs that would otherwise vest during the 12 months following Participant’s Termination of Service shall vest on the effective date of Participant’s Release (as defined below). For purposes of any payment to Participant pursuant to this Section 8(a), the “Per Share Payout Value” will be equal to the closing price per share of the Company’s Common Stock on the date of Participant’s Qualifying Termination. The Participant shall be eligible to receive a cash payment upon vesting of the resulting PSUs in an amount equal to the resulting Payout Value within 10 days following the Release effective date, and shall be subject to any tax withholding required by Applicable Law.
(b)    In the event of Participant’s Qualifying Termination prior to the final Vesting Date and during the Change in Control Period, Participant shall vest in all of the outstanding RSUs on the effective date of Participant’s Release (as defined below). The Participant shall be eligible to receive a cash payment upon vesting of the resulting PSUs in an amount equal to the resulting Payout Value within 10 days following the Release effective date, and shall be subject to any tax withholding required by Applicable Law.
(c)    Any payment due to Participant under the RSUs as a result of Participant’s Qualifying Termination will be subject to Participant’s execution and non-revocation
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of a general release of all claims in favor of the Company and its affiliates (the “Release”) in a form reasonably acceptable to the Company in order to effectuate a valid general release of claims and containing other standard provisions including, without limitation, mutual non-disparagement. In the event the Release does not become effective within the 60-day period following the date of Participant’s Termination of Service, Participant will not be entitled to the aforesaid payments and benefits with respect to the accelerated vesting of the RSUs.
9.    Definitions. For purposes of this Award Agreement, the following terms have the meanings provided below:
    “Cause” means any of the following: (a) Participant’s commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by Participant, that has a demonstrable adverse impact on the Company or any successor or affiliate thereof; (b) Participant’s conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (c) any intentional, unauthorized use or disclosure by Participant of confidential information or trade secrets of the Company or any successor or affiliate thereof; (d) Participant’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on Participant’s part, (e) Participant’s ongoing and repeated failure or refusal to perform or neglect of Participant’s duties as required by this letter or Participant’s ongoing and repeated failure or refusal to comply with the instructions given to Participant by Participant’s supervisor or the Board, which failure, refusal or neglect continues for 15 days following Participant’s receipt of written notice from the Company stating with specificity the nature of such failure, refusal or neglect; or (f) Participant’s willful, material breach of any material Company policy or any material provision of Participant’s employment letter or the Confidentiality Agreement. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Participant for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this letter, to constitute grounds for termination for Cause.
“Change in Control” shall mean and include each of the following (with defined terms used in this definition and not defined herein to have the meanings given to such terms in the Plan):
(a)    A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or
(b)    The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition
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of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:
(i)    which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and
(ii)    after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 6.6(b)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
        Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a) or (b) with respect to such Award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.
        The Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
    “Change in Control Period” means the 18-month period following a Change in Control.
    “Disability” means a permanent and total disability under Section 22(e)(3) of the Internal Revenue Code.
    “Good Reason” means, without Participant’s consent: (a) a material reduction in Participant’s base salary or target annual bonus opportunity, other than a reduction that is part of an across-the-board reduction affecting similarly situated employees, providing that the percentage of reduction in Participant’s base salary and bonus potential is no larger than the percentage reduction of the officer of the Company receiving the least reduction in base salary and bonus potential; (b) a change in Participant’s reporting structure such that Participant no longer report to the Chief Executive Officer, President and/or the Chief Operating Officer of the Company, or a material diminution in Participant’s authority, duties, or responsibilities; (c) a requirement that Participant relocate Participant’s principal work location by more than 30 miles
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from its then-current location (which shall be Participant’s home office to the extent Participant is in a Work From Home position), other than on a temporary basis and excluding reasonable business travel; or (d) a material breach by the Company of this Agreement any other material written agreement between Participant and the Company. Notwithstanding the foregoing, no resignation shall be for Good Reason unless (i) Participant provides written notice to the Company within 60 days after the initial existence of the condition giving rise to Good Reason, (ii) the Company fails to cure such condition within 30 days after receipt of such notice, and (iii) Participant actually terminates employment within 30 days following the end of such cure period.

“Qualifying Termination” means Participant’s Termination of Service as a result of (a) Participant’s involuntarily termination by the Company without Cause, (b) Participant’s resignation for Good Reason, or (c) Participant’s Termination of Service due to death or Disability.

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Exhibit 10.4
MERCURY GENERAL CORPORATION
LONG-TERM INCENTIVE PLAN

RESTRICTED PHANTOM STOCK UNIT AWARD AGREEMENT
Mercury General Corporation (the “Company”) hereby grants to the participant listed below (“Participant”), this award (the “Award”) of the number of phantom stock units (“Restricted Phantom Stock Units” or “RSUs”) listed below. Each RSU represents the right to receive the “Payout Value” in cash per RSU upon vesting specified in Section 1(b) of the terms and conditions attached hereto as Exhibit A (together with this grant notice, the “Award Agreement”).
Participant:
    
Grant Date:
    
Total Number of RSUs:
    
Vesting Schedule:
The RSUs shall vest in three equal annual installments on each of the first three anniversaries of the Grant Date (each a “Vesting Date”).
Distribution Schedule:The Payout Value for any vested RSUs shall be payable within 30 days following the applicable Vesting Date of the RSUs in accordance with Section 1(b) of the Award Agreement, provided that Participant shall not have had a Termination of Service prior to the applicable payment date.

By accepting this Award, Participant agrees to be bound by the terms and conditions of the Plan and this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Award. Participant understands and agrees that this Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the term of the Award or any portion of it.
This Award is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. Except as set forth in Sections 3 and 5 of this Agreement, in the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement.

    

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EXHIBIT A

TERMS AND CONDITIONS
1.    Award of RSUs.
(a)    Vesting; Effect of Termination of Service. The RSUs subject to the RSU Award shall become eligible for payment in accordance with the Vesting Schedule set forth on the first page of this Award Agreement. In the event of Participant’s Termination of Service prior to the payment of the Payout Value (as defined below) with respect to any RSUs, such RSUs will terminate automatically and be forfeited without further notice.
(b)    Payment. Subject to the terms and provisions of the Plan and this Award Agreement, Participant shall be eligible to receive a cash payment for each RSU for which the Vesting Date has occurred in accordance with the Vesting Schedule set forth on the first page of this Award Agreement in an amount equal to the Per Share Payout Value (as defined below) on the applicable Vesting Date for each such vested RSU (the “Payout Value”). Subject to Section 1(a), the Payout Value shall be paid to Participant within 30 days following the applicable Vesting Date of the RSUs, and shall be subject to any tax withholding required by Applicable Law. Once payment has been made on a RSU under this Section 1(b), then such RSU will be satisfied in full and no further payment will be due thereon. For purposes of this Agreement, the “Per Share Payout Value” will be equal to (i) the closing price per share of the Company’s Common Stock on the applicable Vesting Date, or (ii) in the event of a Change in Control prior to the final Vesting Date, the average closing price per share of the Company’s Common Stock for the 5 trading days preceding the Change in Control. “Change in Control” is defined in the Plan, and the definition is also set forth on Annex 1 attached hereto.
2.    Section 409A. This Award shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, “Section 409A”). This Award Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the cash payable hereunder shall be distributed to Participant no later than the later of: (a) the 15th day of the third month following Participant’s first taxable year in which such RSUs are no longer subject to a substantial risk of forfeiture, and (b) the 15th day of the third month following first taxable year of the Company in which such RSUs are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A. For purposes of Section 409A, each payment that Participant may be eligible to receive under this Award Agreement shall be treated as a separate and distinct payment.
3.    Forfeiture and Clawback Provisions. By executing this Agreement and accepting this Award, Participant agrees that all compensation received by Participant, including Awards under the Plan (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by Participant upon receipt of this Award), shall be subject to reduction, cancellation, forfeiture and/or recoupment as provided in Section 3.6 of the Plan, notwithstanding any other agreement to the contrary. Participant agrees that Participant is not entitled to indemnification in connection with any enforcement of the Recovery Arrangements and expressly waives any rights to such indemnification under the Company’s organizational documents or otherwise. By executing this Award Agreement, Participant agrees to take all
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required action in a reasonably prompt manner, as applicable, to enable the enforcement of the Recovery Arrangements and Section 3.6 of the Plan.
4.    Governing Law. This Award Agreement shall be administered, interpreted and enforced under the internal laws of the State of California without regard to conflicts of laws thereof or of any other jurisdiction.
5.    Entire Agreement. The Plan and this Award Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. This Award Agreement may be amended by the Administrator as provided in the Plan; provided, however, that any amendment that adversely affects Participant’s rights hereunder shall require Participant’s prior written consent.
6.    Unfunded Status of Award. The Plan and this Award are intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to Participant pursuant to this Award, nothing contained in the Plan or this Award Agreement shall give Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.
7.    No Stockholder Rights. This Award does not confer upon Participant any rights as a stockholder or any rights to receive any securities of the Company by virtue of the Plan or this Award Agreement. This Award represents only a potential payment in cash that may become payable on the terms and conditions set forth in the Plan and this Award Agreement and shall not represent actual units or other equity interests in the Company or a security interest in any of the assets held by the Company.
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ANNEX 1
DEFINITION OF CHANGE IN CONTROL
For purposes of this Award, “Change in Control” shall mean and include each of the following (with defined terms used in this definition and not defined herein to have the meanings given to such terms in the Plan):
(a)    A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or
(b)    The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:
(i)    which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and
(ii)    after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 6.6(b)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
    Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a) or (b) with respect to such Award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.
    The Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and
ANNEX-1
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any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
ANNEX-2
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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 March 31, 2026, the related consolidated statements of operations and shareholders' equity and cash flows for the three-month periods ended March 31, 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
May 5, 2026



Exhibit 15.2
Awareness Letter of Independent Registered Public Accounting Firm
May 5, 2026


The Board of Directors
Mercury General Corporation
 
Re:Registration Statement Nos. 333-125460, 333-202204, and 333-215344
With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated May 5, 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: May 5, 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: May 5, 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 March 31, 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: May 5, 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 March 31, 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: May 5, 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.