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RLI (RLI) director Kellogg gains 2,506 RSUs and 1,749 trust shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RLI CORP director Clark C. Kellogg reported routine equity compensation and related share movements. He received a grant of 2,506 restricted stock units (RSUs), each representing one share of common stock. These RSUs are scheduled to vest 100% on the earlier of the company’s 2027 annual shareholders’ meeting or one year after grant.

Kellogg also exercised 1,681 previously granted RSUs into 1,681 shares of common stock and, through a Directors' Trust, acquired an additional 68 shares attributable to accrued special and regular dividend equivalents on RSUs. Following these transactions, the Directors' Trust holds 1,749 shares of common stock.

Positive

  • None.

Negative

  • None.
Insider KELLOGG CLARK C
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 2,506 $0.00 --
Exercise Restricted Stock Unit 1,681 $0.00 --
Exercise Common Stock 1,681 $0.00 --
Other Common Stock 68 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 2,506 shares (Direct, null); Common Stock — 1,681 shares (Indirect, Directors' Trust)
Footnotes (1)
  1. Shares acquired on the vesting of restricted stock units. Shares acquired on the vesting of accrued special and regular dividend equivalents on restricted stock units. These restricted stock units are scheduled to vest 100% on the earlier of (1) the date of the RLI Corp. 2026 Annual Shareholders' Meeting or (2) one year after the date of grant. These restricted stock units are scheduled to vest 100% on the earlier of (1) the date of the RLI Corp. 2027 Annual Shareholders' Meeting or (2) one year after the date of grant.
New RSU grant 2,506 RSUs Grant to director Clark C. Kellogg
RSUs vested and converted 1,681 shares RSUs converted into RLI common stock
Dividend equivalent shares 68 shares Shares from accrued special and regular dividend equivalents
Trust common stock holdings 1,749 shares Common shares held by Directors' Trust after transactions
Restricted Stock Unit financial
"Shares acquired on the vesting of restricted stock units."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
dividend equivalents financial
"vesting of accrued special and regular dividend equivalents on restricted stock units."
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
Directors' Trust financial
"Common Stock held with nature of ownership noted as Directors' Trust."
Annual Shareholders' Meeting financial
"scheduled to vest 100% on the earlier of the RLI Corp. 2027 Annual Shareholders' Meeting."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
KELLOGG CLARK C
(Last)(First)(Middle)
9025 N. LINDBERGH DRIVE
(Street)
PEORIA ILLINOIS 61615
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
RLI CORP [ RLI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/13/2026M(1)1,681A$01,681IDirectors' Trust
Common Stock05/13/2026J(2)68A$01,749IDirectors' Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)05/13/2026M(1)1,681 (3) (3)Common Stock1,681$00D
Restricted Stock Unit(1)05/14/2026A2,506 (4) (4)Common Stock2,506$02,506D
Explanation of Responses:
1. Shares acquired on the vesting of restricted stock units.
2. Shares acquired on the vesting of accrued special and regular dividend equivalents on restricted stock units.
3. These restricted stock units are scheduled to vest 100% on the earlier of (1) the date of the RLI Corp. 2026 Annual Shareholders' Meeting or (2) one year after the date of grant.
4. These restricted stock units are scheduled to vest 100% on the earlier of (1) the date of the RLI Corp. 2027 Annual Shareholders' Meeting or (2) one year after the date of grant.
/s/ Jeffrey D. Fick, Attorney-in-Fact05/15/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did RLI (RLI) director Clark C. Kellogg receive in this Form 4 filing?

Clark C. Kellogg received a grant of 2,506 restricted stock units. Each RSU represents one share of RLI common stock, forming part of his director compensation and vesting based on service over a defined period tied to future shareholder meetings.

How many RLI CORP restricted stock units vested for Clark C. Kellogg?

A total of 1,681 restricted stock units vested for Clark C. Kellogg. These RSUs converted into 1,681 shares of RLI common stock, reflecting routine settlement of prior equity awards rather than an open-market purchase or sale of shares.

What is the vesting schedule for Clark C. Kellogg’s new 2,506 RLI RSUs?

The 2,506 new RSUs vest 100% on the earlier of the RLI Corp. 2027 Annual Shareholders' Meeting or one year after the grant date. This structure aligns Kellogg’s equity compensation with his continuing board service timeline.

How many RLI common shares are held through the Directors' Trust after these transactions?

After these transactions, the Directors' Trust holds 1,749 RLI common shares. This total reflects 1,681 shares from vested restricted stock units plus 68 additional shares acquired from accrued special and regular dividend equivalents on those RSUs.

Were there any open-market buys or sells of RLI stock by Clark C. Kellogg?

No open-market buys or sells are reported in this Form 4. The transactions reflect RSU grants, vesting, and related share issuances and adjustments, which are standard equity compensation events rather than discretionary market trading activity.

What are dividend equivalent shares mentioned in Clark C. Kellogg’s RLI Form 4?

Dividend equivalent shares arise when RSUs accrue value equal to dividends paid on common stock. In this filing, 68 RLI common shares were acquired through the Directors' Trust from accrued special and regular dividend equivalents on previously granted RSUs.