American National details planned P&C reorganization

Accepted by SEC EDGAR 08/18/2025 - 08:35 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

American National Group Inc. plans an internal reorganization to create a unified property and casualty insurance platform under affiliate Argo Group International Holdings, Inc. As contemplated, the company would transfer its property and casualty subsidiaries ANPAC, UFFIC and FFCIC to Argo. These P&C subsidiaries represented about 4% of total assets and 18% of total equity as of June 30, 2025, and contributed $6 million of net income before income taxes to a $66 million net loss before income taxes for the six months ended June 30, 2025.

For 2024, the P&C subsidiaries accounted for approximately 11% of pre-tax aggregate segment distributable operating earnings and 26% of net income before income taxes. The company expects a capital contribution after the reorganization and intends to use the proceeds to repay term loans with the objective of keeping leverage neutral. Closing depends on regulatory approvals, no definitive agreement has been signed, and there is no guarantee the reorganization or capital contribution will occur as described.

Insights

Insurance sector restructuring analyst

American National outlines a potentially significant P&C reshuffle that remains preliminary and conditional.

American National Group Inc. describes a planned internal reorganization to move its property and casualty subsidiaries to affiliate Argo Group International Holdings, Inc.. The P&C subsidiaries represented about 4% of total assets and 18% of total equity as of June 30, 2025, but a larger share of earnings, including $6 million of net income before income taxes against a $66 million net loss before income taxes over the first half of 2025.

For the year ended December 31, 2024, these subsidiaries accounted for approximately 11% of pre-tax aggregate segment distributable operating earnings and 26% of net income before income taxes, indicating their earnings weight within the group. The company states it expects a capital contribution after the reorganization and intends to use the proceeds to repay outstanding term loans with the objective of keeping the transaction leverage neutral.

The reorganization is subject to regulatory approvals and the disclosure notes that no definitive agreement has been entered into. It explicitly warns there is no guarantee that the P&C reorganization or the expected capital contribution will be completed on the described terms or timeline, or at all, so actual impact will depend on future approvals and execution.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major change does American National Group Inc. (AEL) describe in this 8-K?

The company describes a contemplated internal reorganization to establish a unified property and casualty insurance platform under affiliate Argo Group International Holdings, Inc. by transferring its property and casualty subsidiaries ANPAC, UFFIC and FFCIC to Argo.

How important are the P&C subsidiaries to American National Group Inc. (AEL) based on recent figures?

As of June 30, 2025, the P&C subsidiaries represented approximately 4% of total assets and 18% of total equity, contributed $6 million of net income before income taxes to a $66 million net loss before income taxes for the first half of 2025, and for 2024 accounted for about 11% of pre-tax aggregate segment distributable operating earnings and 26% of net income before income taxes.

What does American National Group Inc. (AEL) plan to do with the expected capital contribution?

The company currently expects to receive a capital contribution subsequent to the P&C reorganization and states that it intends to use the proceeds to repay outstanding term loans, with the objective of keeping the P&C reorganization leverage neutral to the company.

Is the P&C reorganization of American National Group Inc. (AEL) definitive at this stage?

No. The disclosure states that no definitive agreement for the P&C reorganization has been entered into, closing is subject to regulatory approvals, and there is no guarantee the reorganization or the expected capital contribution will be consummated on the terms or timeline described, or at all.

What non-GAAP measures does American National Group Inc. (AEL) reference in connection with this disclosure?

The company references non-GAAP financial measures including distributable operating earnings and adjusted common stockholder’s equity, explaining that it uses these measures to evaluate performance and trends, while directing readers to reconciliations in its Form 10-K for the year ended December 31, 2024, and subsequent Form 10-Q filings.

What event related to investors does American National Group Inc. (AEL) highlight?

The company notes that beginning on August 18, 2025, it will host one or more investor meetings and that supplemental information used in connection with these meetings is furnished as Exhibit 99.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

false 0001039828 0001039828 2025-08-18 2025-08-18 0001039828 us-gaap:SeriesBPreferredStockMember 2025-08-18 2025-08-18 0001039828 us-gaap:SeriesDPreferredStockMember 2025-08-18 2025-08-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 18, 2025 

AMERICAN NATIONAL GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware		001-31911		42-1447959
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Moody Plaza

Galveston, Texas 77550

(Address of principal executive offices and zip code)

(888) 221-1234

(Registrant’s telephone number, including area code)

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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Depositary Shares, each representing a 1/1,000th interest in a share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B		ANGpB		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 7.375% Fixed-Rate Non-Cumulative Preferred Stock, Series D		ANGpD		New York Stock Exchange

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

Emerging growth company ¨

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

Item 8.01 Other Events.

Investor Meetings

Beginning on August 18, 2025, American National Group Inc. (the “Company”) will host one or more investor meetings. In connection therewith, the Company will make available certain information that supplements or updates certain prior disclosures of the Company. The Company is filing herewith such information as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated into this Item 8.01 by reference.

Reorganization

The Company and Argo Group International Holdings, Inc. (“Argo”) are in the process of obtaining applicable regulatory approvals to complete an internal reorganization to establish a unified property & casualty insurance platform under Argo, an affiliate of the Company (the “P&C Reorganization”). Argo is not a subsidiary of the Company.

As currently contemplated, the P&C Reorganization will result in the transfer by the Company of all of its existing property and casualty subsidiaries, American National Property And Casualty Company and its subsidiaries (“ANPAC”), United Farm Family Insurance Company (“UFFIC”) And Farm Family Casualty Insurance Company and its subsidiaries (“FFCIC” and, together with ANPAC and UFFIC, collectively, the “P&C Subsidiaries”), to Argo. The P&C Subsidiaries represented approximately 4% of the Company’s total assets and 18% of the Company’s total equity, in each case, as of June 30, 2025. The P&C Subsidiaries represented approximately 7% of the Company’s pre-tax aggregate segment distributable operating earnings and contributed net income before income taxes of $6 million to the Company’s net loss before income taxes of $66 million for the six months ended June 30, 2025, and approximately 11% of the Company’s pre-tax aggregate segment distributable operating earnings and 26% of the Company’s net income before income taxes for the year ended December 31, 2024.  The foregoing percentages are preliminary estimates by the Company based on information available to the Company as of the date hereof; actual percentages may differ materially from the preliminary estimates set forth herein.

The Company currently expects to receive a capital contribution subsequent to the P&C Reorganization (the “Expected Capital Contribution”), and the Company intends to use the proceeds thereof to repay outstanding term loans with the objective of keeping the P&C Reorganization leverage neutral to the Company.

Closing of the P&C Reorganization is subject to receipt of certain regulatory approvals and is expected to occur by the end of this year. However, no definitive agreement for the P&C Reorganization has been entered into, and there is no guarantee that the P&C Reorganization or the Expected Capital Contribution will be consummated on the terms or timeline described herein, or at all.

This report and the exhibit hereto include certain non-GAAP financial measures, including distributable operating earnings and adjusted common stockholder’s equity. We regularly monitor these non-GAAP measures that are used to evaluate our performance and analyze underlying business performance and trends. We use these measures to establish budgets and operational goals, manage our business and evaluate our performance. We also believe that these measures help investors compare our operating performance with our results in prior years. These non-GAAP financial measures are provided as supplemental information to the financial measures disclosed by the Company that are calculated and presented in accordance with GAAP. These non-GAAP measures are not comparable to GAAP and may not be comparable to similarly described non-GAAP measures reported by other companies, including those within our industry. Consequently, our non-GAAP measures should not be evaluated in isolation, but rather, should be considered together with the most directly comparable GAAP measure in our consolidated financial statements for the periods presented. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. For reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, please see “Performance Measures Used by Management” in the our annual report on Form 10-K for the fiscal year ended December 31, 2024, and our subsequent quarterly reports on Form 10-Q.

This Current Report on Form 8-K contains forward-looking statements that are based on current expectations of management of the Company. Such statements include expectations regarding the P&C Reorganization and the Expected Capital Contribution, including the impact therefrom. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. 

Item 9.01 Financial Statements and Exhibits.

(d)            Exhibits

Exhibit No.	Description
99.1	Supplemental Disclosure, dated August 18, 2025.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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.

	AMERICAN NATIONAL GROUP INC.
Date: August 18, 2025	By:	/s/ Reza Syed
		Reza Syed
		Chief Financial Officer & Executive Vice President