[8-K] RLI CORP Reports Material Event
RLI Corp. announced a planned CFO transition. Todd W. Bryant will retire in 2026 and step down as Chief Financial Officer on December 31, 2025. He will serve in an advisory role starting January 1, 2026, continue his current salary until retirement, receive retirement vesting on equity per award terms, and forgo 2026 annual and long‑term incentives; he may use company fractional aircraft up to 10 hours.
Aaron P. Diefenthaler was appointed CFO effective January 1, 2026, with a $400,000 base salary, up to 15 aircraft hours in 2026, and participation in the MVP Program with a preliminary award equal to 1% of Market Value Potential. For 2026, he will receive the greater of his MVP bonus or amounts under the MIP and UPP.
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Insights
Executive succession is planned and compensation terms are defined.
RLI outlines an orderly CFO handoff: Todd W. Bryant exits the CFO role on
Aaron P. Diefenthaler becomes CFO on
The disclosure is administrative in nature and does not cite financial targets or strategic shifts. Actual impact depends on execution of the transition; no cash-flow changes to the company are indicated beyond routine compensation.
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SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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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 November 12, 2025, Todd W. Bryant, Chief Financial Officer of RLI Corp. (the “Company”), notified the Board of Directors (the “Board”) of his intention to retire from the Company, at a date to be determined in 2026. In connection with his retirement, Mr. Bryant will step down as Chief Financial Officer of the Company on December 31, 2025.
Effective January 1, 2026, Mr. Bryant will remain in an advisory role through his retirement date to support the transition of the Chief Financial Officer responsibilities. Mr. Bryant will continue to receive his current salary through his retirement date, but will not receive any annual or long-term incentive awards in 2026. In addition, Mr. Bryant will be permitted to continue to use the Company’s fractionally-owned aircraft for up to 10 hours while employed at the Company at an hourly rate set by the Board. In connection with his retirement, Mr. Bryant’s equity awards will receive retirement vesting treatment in accordance with their terms due to Mr. Bryant satisfying the age and service requirements set forth in the award agreements.
On November 13, 2025, Aaron P. Diefenthaler was appointed as Chief Financial Officer of the Company, effective January 1, 2026. Mr. Diefenthaler, age 51, is currently the Chief Investment Officer & Treasurer of the Company, a position he has held since 2012. In connection with his promotion, Mr. Diefenthaler will receive an increase in pay to an annual base salary of $400,000 and will be permitted to use the Company’s fractionally-owned aircraft for up to 15 hours for calendar year 2026 at an hourly rate set by the Board.
Also in connection with his promotion, Mr. Diefenthaler will become a participant in the Market Value Potential Executive Incentive Program (MVP Program) effective January 1, 2026, with a preliminary award equal to 1% of the Company’s “Market Value Potential”. As a transition for 2026, he will receive the greater of: (a) the bonus determined by the MVP Program; or (b) bonuses under the incentive plans in which he currently participates, the Management Incentive Program (“MIP”) based on 2026 corporate metrics and the Underwriting Profit Program (“UPP”) for 2025 and prior underwriting years.
There are no arrangements or understandings between Mr. Diefenthaler and any other persons pursuant to which he was selected as Chief Financial Officer of the Company. There are also no family relationships between Mr. Diefenthaler and any director or executive officer of the Company, and Mr. Diefenthaler does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On November 13, 2025, the Company issued a press release announcing the senior leadership changes discussed above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
99.1 | Press Release dated November 13, 2025 announcing Todd W. Bryant’s retirement as Chief Financial Officer of RLI effective December 31, 2025 and Aaron P. Diefenthaler’s appointment as Chief Financial Officer of RLI effective January 1, 2026. | |
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.
RLI CORP. | ||
Date: November 13, 2025 | By: | /s/ Jeffrey D. Fick |
Jeffrey D. Fick | ||
Chief Legal Officer | ||
FAQ
What leadership changes did RLI (RLI) announce?
What is the new CFO’s compensation at RLI (RLI)?
What are the 2026 bonus terms for RLI’s new CFO?
How is outgoing CFO Todd W. Bryant compensated during the transition at RLI (RLI)?
Are there aircraft usage allowances disclosed by RLI (RLI)?
Did RLI (RLI) disclose relationships or related‑party transactions for the new CFO?
