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8-KThe WireStrategic

Material Agreement · New Debt / Obligation

Filed Jul 10, 2025 · 11mo ago · Accession 0000101199-25-000041

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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): July 10, 2025   United Fire Group Inc . (Exact name of registrant as specified in its charter)   Iowa 001-34257 45-2302834 (State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 118 Second Avenue SE Cedar Rapids Iowa 52401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 319 )  399-5700 _______________________N/A________________________ (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 Exchange Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.001 par value UFCS The NASDAQ Global Select Market   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K filed by United Fire Group, Inc. (the “Company”) on June 6, 2024, the Company entered into a Master Note Purchase Agreement (“Note Purchase Agreement”) dated as of May 31, 2024 by and between the Company, Ares Management, LLC (“Ares”) as the lead investor (including several affiliate investors of Ares), American Republic Insurance Company and Illinois Casualty Company (collectively, the “Purchasers”). Pursuant to the Note Purchase Agreement, the Company issued senior unsecured notes in the principal amount of $70,000,000 (the “Series A Notes”). On July 10, 2025, pursuant to a supplement to the Note Purchase Agreement, the Company completed an additional private placement of $30,000,000 aggregate principal of senior unsecured notes with a maturity date of May 31, 2039 (the “Series B Notes”). The Series B Notes is exclusively between the Company and an affiliate of Ares, Aspida Life Insurance Company, as the sole investor. The terms of the Series B Notes are identical to the Series A Notes. Capitalized terms used herein without definitions are used as defined in the Note Purchase Agreement or in the supplement to the Note Purchase Agreement. The proceeds of the Notes will be contributed to the Company’s insurance subsidiaries in order to fund anticipated growth and for general corporate purposes. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03. Item 7.01. Regulation FD Disclosure. On July 10, 2025, the Company issued a press release announcing the completion of the Offering, which is furnished as Exhibit 99.1 hereto.The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933. Item 9.01. Financial Statements and Exhibits. (d)     Exhibits. Exhibit 10.1 Master Note Purchase Agreement, dated as of May 31, 2024, by and among the Company and the Purchasers* Exhibit 10.2 Supplement to Master Note Purchase Agreement, dated as of June 10, 2025 Exhibit 99.1 Press release of United Fire Group, Inc. dated Ju ly 10 , 20 25 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K. 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.   United Fire Group, Inc.   (Registrant)     Dated: July 10, 2025 /s/ Kevin J. Leidwinger   Kevin J. Leidwinger, Chief Executive Officer 1
Filing details
Ticker
UFCS
CIK
101199
Form type
8-K
Filing date
Jul 10, 2025
Report date
Jul 10, 2025
Document
ufcs-20250710.htm
Size
2.8 MB