DGICA Form 4: Reporting Entity Adds Class A Shares While Disposing Large Class B Block

Rhea-AI Filing Summary

Donegal Group Inc. reporting person Donegal Mutual Insurance Co. filed a Form 4 disclosing open-market purchases of Class A common stock on 08/28/2025 and 08/29/2025 totaling 28,032 shares at prices of $17.6067 and $17.8362, respectively, increasing reported Class A holdings to 13,500,977 shares. The filing also shows a disposition of 4,708,570 Class B shares. The form is signed by Jeffrey D. Miller, EVP & Chief Financial Officer.

Positive

• Insider purchases reported: 8,032 Class A shares purchased at $17.6067 on 08/28/2025 and 20,000 Class A shares at $17.8362 on 08/29/2025.
• Increased Class A ownership: Reported Class A holdings rose to 13,500,977 shares following the purchases.

Negative

• Large Class B disposition: A disposal of 4,708,570 Class B shares is reported with no explanation in this filing.
• Limited context provided: The Form 4 does not state reasons for the Class B disposal or whether transactions were part of a plan.

Insights

Securities Analyst

TL;DR: Reporting entity made modest Class A purchases while a large block of Class B shares was disposed.

The transactions show purchases of 8,032 and 20,000 Class A shares on consecutive days at prices near $17.61 and $17.84, raising reported Class A beneficial ownership to 13.5 million shares. Separately, the filing reports a disposition of 4,708,570 Class B shares. For investors, insider purchases can signal confidence, but the large Class B disposal is material in size on its face and warrants further context not provided in this Form 4.

Corporate Governance Expert

TL;DR: Mixed governance signal: small purchases by the reporting entity offset by a significant Class B share disposal.

The document documents standard Section 16 reporting. The purchases appear to be open-market buys (transaction code P). The significant Class B disposal is notable for governance and ownership structure implications, but the Form 4 does not explain the reason for that disposition. Additional filings or disclosures would be needed to assess intent or control effects.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DONEGAL MUTUAL INSURANCE CO

(Last) (First) (Middle)

1195 RIVER ROAD

P.O. BOX 302

(Street)

MARIETTA PA 17547

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DONEGAL GROUP INC [ DGICA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/28/2025		P		8,032	A	$17.6067	13,480,977	D
Class A Common Stock	08/29/2025		P		20,000	A	$17.8362	13,500,977	D
Class B Common Stock								4,708,570	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	Jeffrey D. Miller, EVP & Chief Financial Officer	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Donegal Group report on this Form 4?

Answer: The filing reports purchases of 8,032 and 20,000 Class A shares on 08/28/2025 and 08/29/2025 at prices of $17.6067 and $17.8362, and a disposition of 4,708,570 Class B shares.

Who filed the Form 4 for Donegal Group?

Answer: The reporting person is Donegal Mutual Insurance Co. and the form is signed by Jeffrey D. Miller, EVP & Chief Financial Officer.

How many Class A shares did the reporting person own after the transactions?

Answer: The filing shows 13,500,977 Class A shares beneficially owned following the reported purchases.

Do we know why the Class B shares were disposed?

Answer: The Form 4 provides the disposition amount (4,708,570 shares) but does not provide any explanation for the sale or transfer.

Were the Class A purchases coded as a specific transaction type?

Answer: Yes, both Class A purchases are coded with transaction code P, indicating an open-market or similar purchase.