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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):
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. ¨
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 |
