Form 8-K - Current report

0000084246false00000842462024-11-072024-11-07

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2024

RLI Corp.

(Exact name of registrant as specified in its charter)

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

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

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Registrant’s telephone number, including area code: [phone]

Not applicable

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01 Other Events.

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On November 7, 2024, RLI Corp. (“RLI”) announced that its Board of Directors approved the following: (i) a special cash dividend on its common stock of $4.00 per share, (ii) a regular quarterly dividend on its common stock of $0.29 per share, and (iii) a two-for-one stock split of its common stock.

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Both dividends are payable on December 20, 2024, to shareholders of record as of November 29, 2024. The two-for-one stock split is for shareholders of record as of December 31, 2024, and will be effective and shares distributed after the close of business on January 15, 2025, contingent upon the filing of an Amendment to the Company’s Amended and Restated Certificate of Incorporation subdividing the Company’s issued shares (the “Amendment”). The Amendment will also effect a proportionate increase in the number of shares of authorized common stock in connection with the stock split. Shares will begin trading post-split on January 16, 2025. Both the regular and special dividends will be paid on the pre-split shares.

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Furnished as Exhibit 99.1 and incorporated herein by reference is a copy of the press release issued by RLI announcing the dividends and stock split.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No.		Description
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99.1	​	Press Release dated November 7, 2024.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	RLI CORP.
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Date: November 7, 2024	By:	/s/ Jeffrey D. Fick
​	​	Jeffrey D. Fick
​		Chief Legal Officer & Corporate Secretary

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Exhibit 99.1

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RLI declares Special dividend and Two-for-one stock split
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PEORIA, ILLINOIS, November 7, 2024 -- RLI Corp. (NYSE: RLI) – RLI Corp. announced today its Board of Directors has declared a special cash dividend of $4.00 per share of common stock, which is expected to total approximately $183 million, and a regular quarterly cash dividend of $0.29 per share. In addition, the board announced a two-for-one stock split.

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Both dividends are payable on December 20, 2024, to shareholders of record as of November 29, 2024. The two-for-one stock split is for shareholders of record as of December 31, 2024, and will be effective and shares will be distributed on January 15, 2025. Shares will begin trading post-split on January 16, 2025. Both the regular and special dividends will be paid on the pre-split shares.

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“We are pleased to return $183 million in dividends to our shareholders,” said RLI Corp. President & CEO Craig W. Kliethermes. “Despite an active hurricane season, our underwriting discipline and strong capital management enabled us to fulfill our commitments to policyholders, while delivering consistent returns to our shareholders.” 

ABOUT RLI
RLI Corp. (NYSE: RLI) is a specialty insurer serving niche property, casualty and surety markets. The company provides deep underwriting expertise and superior service to commercial and personal lines customers nationwide. RLI’s products are offered through its insurance subsidiaries RLI Insurance Company, Mt. Hawley Insurance Company and Contractors Bonding and Insurance Company. All of RLI’s subsidiaries are rated A+ “Superior” by AM Best Company. RLI has paid and increased regular dividends for 49 consecutive years and delivered underwriting profits for 28 consecutive years. To learn more about RLI, visit www.rlicorp.com.

MEDIA CONTACT
Aaron Diefenthaler
Chief Investment Officer & Treasurer
309-693-5846
[e-mail]

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Document and Entity Information	Nov. 07, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	RLI Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-09463
Entity Tax Identification Number	37-0889946
Entity Address, Address Line One	9025 North Lindbergh Drive
Entity Address, City or Town	Peoria
Entity Address State Or Province	IL
Entity Address, Postal Zip Code	61615
City Area Code	309
Local Phone Number	692-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01 par value
Trading Symbol	RLI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000084246
Amendment Flag	false

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