Argo Group (ARGO) files Certificate of Elimination for Series A Preferred

Argo Group International Holdings, Inc. filed a Current Report on Form 8-K disclosing a Certificate of Elimination relating to its Series A Preferred Stock dated September 15, 2025.

Accepted by SEC EDGAR 09/15/2025 - 04:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Argo Group International Holdings, Inc. filed a Current Report on Form 8-K disclosing a Certificate of Elimination relating to its Series A Preferred Stock dated September 15, 2025. The filing identifies the company as the registrant and lists related securities including the 6.500% Senior Notes due 2042 (ticker ARGD) and Depositary Shares representing 1/1000th of 7.00% Resettable Fixed Rate Preferred Stock, Series A (ticker ARGO/PA) trading on the New York Stock Exchange. The report is limited in detail and attaches Exhibit 3.1 as the Certificate of Elimination; no additional financial figures, shareholder actions, or effective corporate changes beyond the exhibit reference are disclosed in the text provided.

Insights

Corporate Finance Analyst

TL;DR: A formal elimination filing for the Series A Preferred was recorded on September 15, 2025.

The filing lists a Certificate of Elimination for the Series A Preferred Stock dated September 15, 2025, and references related publicly traded instruments including the 6.500% Senior Notes due 2042 and the depositary shares tied to the Series A preferred. The action is documented by Exhibit 3.1 but the filing text contains no further financial detail or corporate resolution language.

Dependencies and near-term monitoring should focus on any subsequent filings that provide the effective corporate action date, impact on outstanding depositary shares, and any shareholder communications; those items are not present here and should be checked in follow-up disclosures within typical SEC reporting windows.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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 did Argo Group (ARGO) file on September 15, 2025?

The company filed a Current Report on Form 8-K attaching a Certificate of Elimination relating to the Series A Preferred Stock dated September 15, 2025 (Exhibit 3.1).

Which securities are identified in the filing for Argo Group?

The filing identifies the 6.500% Senior Notes due 2042 (ticker ARGD) and the Depositary Shares representing 1/1000th interest in the 7.00% Resettable Fixed Rate Preferred Stock, Series A (ticker ARGO/PA), listed on the New York Stock Exchange.

Does the filing provide financial details or shareholder vote results?

No. The provided text only references the Certificate of Elimination as Exhibit 3.1 and does not include financial figures, shareholder votes, or detailed corporate action language.

Where can I find the actual Certificate of Elimination referenced?

The Certificate of Elimination is attached as Exhibit 3.1 to the Form 8-K dated September 15, 2025; review the exhibit in the full SEC filing for the complete document text.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 15, 2025

Argo Group International Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-15259	98-0214719
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

501 7th Avenue

7th Floor

New York, New York 10018

(Address, Including Zip Code,

of Principal Executive Offices)

Registrant’s telephone number, including area code: (210) 321-8400

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communication 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
6.500% Senior Notes due 2042 issued by Argo Group US, Inc. and The Guarantee With Respects Thereto		ARGD		New York Stock Exchange
Depositary Shares, Each Representing a 1/1000th Interest in 7.00% Resettable Fixed Rate Preferred Stock, Series A, Par Value $1.00 Per Share		ARGO/PA		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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 15, 2025 (the “Redemption Date”), Argo Group International Holdings, Inc. (formerly known as Argo Group International Holdings, Ltd.) (the “Company”) filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware eliminating from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations (the “Certificate of Designations”) of its 7.00% Resettable Fixed Rate Preferred Stock, Series A (the “Series A Preferred Stock”), and the corresponding 6,000,000 depositary shares, each representing a 1/1,000th interest in one share of Series A Preferred Stock (the “Depositary Shares”).

All outstanding shares of the Series A Preferred Stock and the corresponding Depositary Shares were redeemed on September 15, 2025, in accordance with the terms of the Certificate of Designations, resuming their status as authorized but undesignated shares of preferred stock of the Company. A copy of the Certificate of Elimination relating to the Series A Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On the Redemption Date, the Company completed its previously announced full redemption of (i) all 6,000 outstanding shares of its Series A Preferred Stock and the corresponding 6,000,000 Depositary Shares and (ii) all $143,750,000 outstanding aggregate principal amount of Argo Group US, Inc.’s 6.500% Senior Notes due 2042.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

No.		Exhibit
3.1		Certificate of Elimination relating to the Series A Preferred Stock, dated September 15, 2025
104		Cover Page Interactive Data File (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.

Dated: September 15, 2025	ARGO GROUP INTERNATIONAL HOLDINGS, INC.
	By:	/s/ Michael Tiliakos
		Name:	Michael Tiliakos
		Title:	General Counsel and Secretary