Kemper (NYSE: KMPB) outlines separation terms for executive Duane Sanders

Rhea-AI Filing Summary

Kemper Corporation disclosed a Separation and Release Agreement with Duane A. Sanders, who previously left his role as Executive Vice President and Chief Claims Officer, P&C and is serving as Executive Vice President, Executive Advisor through December 31, 2025. The company is treating his departure as a termination without cause.

In exchange for a general waiver and release of claims and compliance with non‑competition, non‑solicitation and standstill covenants, Mr. Sanders will receive a cash severance equal to one and one-half times his base salary and target bonus, totaling $2,025,000. He will also remain eligible for a 2025 annual bonus based on actual goal achievement, receive reimbursement for the employer portion of healthcare coverage for 18 months, and get financial planning services for 12 months. Because he meets retirement vesting conditions, certain outstanding equity awards will stay in place and continue to vest under their existing terms, conditioned on ongoing compliance with restrictive covenants.

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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): December 16, 2025 

Kemper Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-18298

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):

☐ 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
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).

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, Duane A. Sanders departed from his role as Executive Vice President and Chief Claims Officer, P&C of Kemper Corporation (“Kemper” or the “Company”), effective October 22, 2025, and will continue to serve as the Company’s Executive Vice President, Executive Advisor through December 31, 2025. In connection with Mr. Sanders’ termination by the Company without cause, on December 16, 2025, the Company and Mr. Sanders entered into a Separation and Release Agreement (the “Separation Agreement”), pursuant to which, in exchange for Mr. Sanders’ execution and non-revocation of the Separation Agreement, and his compliance with the obligations set forth in the Separation Agreement, including a general waiver and release of any claims against the Company and its affiliates and compliance with restrictive covenants relating to non-competition and non-solicitation and a standstill provision, Mr. Sanders is entitled to (i) a cash severance benefit equal to one and one-half times the sum of Mr. Sanders’ base salary and target bonus ($2,025,000), (ii) continued eligibility for a 2025 annual bonus based on his service through December 31, 2025, with the payout determined based on actual achievement of the underlying financial, individual and strategic goals, (iii) reimbursement for the employer portion of continued healthcare coverage for 18 months, and (iv) financial planning services for 12 months. In addition, because Mr. Sanders will satisfy the requirements for retirement vesting under certain of his outstanding equity awards, in accordance with the terms of such equity award agreements, such equity awards will remain outstanding and continue to vest in accordance with their terms, subject to the terms of such award agreements, including Mr. Sanders’ compliance with the restrictive covenants included in such award agreements.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Exhibit Description
99.1			Separation and Release Agreement
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.

Kemper Corporation

Date:

December 19, 2025

/s/    Baird Allis

Baird Allis

Assistant Secretary

FAQ

What event does Kemper (KMPB) report in this 8-K filing?

The company reports entering into a Separation and Release Agreement with Duane A. Sanders in connection with his termination without cause and transition from his executive role.

Who is Duane A. Sanders in relation to Kemper (KMPB)?

Duane A. Sanders served as Kemper’s Executive Vice President and Chief Claims Officer, P&C and is continuing as Executive Vice President, Executive Advisor through December 31, 2025.

What cash severance will Duane A. Sanders receive from Kemper (KMPB)?

Mr. Sanders is entitled to a cash severance benefit of $2,025,000, equal to one and one-half times the sum of his base salary and target bonus.

Is Duane A. Sanders still eligible for a 2025 bonus from Kemper (KMPB)?

Yes. He remains eligible for a 2025 annual bonus, with any payout based on his service through December 31, 2025 and actual achievement of financial, individual and strategic goals.

What additional benefits does Kemper (KMPB) provide to Duane A. Sanders?

Kemper will reimburse the employer portion of his healthcare coverage for 18 months and provide financial planning services for 12 months under the Separation Agreement.

How are Duane A. Sanders’ equity awards treated under the Kemper (KMPB) separation?

Because he satisfies retirement vesting requirements, certain outstanding equity awards will remain outstanding and continue to vest according to their existing terms, subject to his compliance with restrictive covenants in the award agreements.

What obligations does Duane A. Sanders have under the Kemper (KMPB) Separation Agreement?

He must provide a general waiver and release of claims and comply with non-competition, non-solicitation and standstill covenants to receive the separation benefits.