Security-Holder Rights · Bylaw Amendment

Securities and Exchange Commission (the “Commission”) on December 8, 2020, and which is incorporated herein by reference.   Item 5.03 Amendments to Articles of Incorporation or Bylaws.   On December 7, 2020, the Company filed the Amendment with the State of New Jersey Department of Treasury to establish the preferences, limitations and relative rights of the Series B Preferred Stock. The Amendment became effective upon filing with the State of New Jersey Department of Treasury.   Item 8.01 Other Events.   On December 9, 2020, the Company issued and sold the Depositary Shares.   The Offering was conducted pursuant to the shelf registration statement on Form S-3ASR (File No. 333-225452), filed with the Commission on June 6, 2018, as amended by Post-Effective Amendment No. 1 filed with the Commission on December 2, 2020, and a prospectus supplement related to the Offering dated December 2, 2020.   On December 9, 2020, in connection with the issuance of the Depositary Shares, the Company entered into a deposit agreement (which is attached as Exhibit 4.2 and incorporated herein by reference) (the “Deposit Agreement”) among the Company and Equiniti Trust Company, acting as Depositary, Registrar and Transfer Agent and the holders from time to time of the depositary receipts described in the Deposit Agreement.   Item 9.01 Financial Statements and Exhibits.     (d) Exhibits.   Exhibit Number   Description     3.1   Certificate of Amendment of the Restated Certificate of Incorporation of Selective Insurance Group, Inc., with respect to the 4.60% Non-Cumulative Preferred Stock, Series B of Selective Insurance Group, Inc., filed with the State of New Jersey Department of Treasury and effective December 7, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A filed on December 8, 2020).**       4.1   Form of Certificate for the 4.60% Non-Cumulative Preferred Stock, Series B (included in Exhibit 3.1).**       4.2     Deposit Agreement, dated as of December 9, 2020, among the Company and Equiniti Trust Company, acting as Depositary, Registrar and Transfer Agent, and the holders from time to time of the depositary receipts described therein.*       4.3   Form of depositary receipt (included in Exhibit 4.2).*       5.1   Opinion of Robyn P. Turner, Esq., Vice President, Assistant General Counsel and Corporate Secretary of the Company.*       5.2   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.*         23.1   Consent of Robyn P. Turner, Esq., Vice President, Assistant General Counsel and Corporate Secretary of the Company (included in Exhibit 5.1).*        23.2   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).*       104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.     * Filed herein . ** Filed previously.   2       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.     SELECTIVE INSURANCE GROUP, INC.               By: /s/ Michael H. Lanza     Michael H. Lanza     Executive Vice President and General Counsel   Date: December 9, 2020   3