0000860748false00008607482025-10-152025-10-150000860748us-gaap:CommonStockMember2025-10-152025-10-150000860748kmpr:A5875FixedRateResetJuniorSubordinatedDebenturesDue2062Member2025-10-152025-10-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2025
Kemper Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-18298
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| DE | | 95-4255452 |
(State or other jurisdiction
of incorporation) | | (IRS Employer
Identification No.) |
200 E. Randolph Street, Suite 3300, Chicago, IL 60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2.below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.10 per share | KMPR | NYSE |
| 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 | KMPB | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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| 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. ¨
Section 5 – Corporate Governance and Management
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 15, 2025, Kemper Corporation (“Kemper” or the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) disclosing the appointment of C. Thomas Evans, Jr., the Company’s Executive Vice President, Secretary and General Counsel, as the Company’s Interim President and Chief Executive Officer (“Interim CEO”), effective October 14, 2025 (the “Transition Date”). This Form 8-K/A amends the Original Form 8-K to disclose changes to Mr. Evans’ compensation arrangements with the Company.
On November 4, 2025, the Human Resources and Compensation Committee of the Company’s Board of Directors, approved an annualized base salary rate for Mr. Evans of $800,000, effective as of the Transition Date and during his term as Interim CEO, and a restricted stock unit award with a grant date fair value of $1,000,000 (the “Award”). Fifty percent of the Award will vest on the one-year anniversary of the grant date and the remaining fifty percent of the Award will vest on the two-year anniversary of the grant date, in each case, subject to Mr. Evans’ continued service with the Company. The grant date of the Award is expected to be the first trading day in the month of December 2025.
Section 9 – Financial Statements and Exhibits
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number | Exhibit Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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| | | | Kemper Corporation |
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| Date: | November 7, 2025 | | | /s/ Baird Allis |
| | | | Baird Allis |
| | | | Assistant Secretary |
