STOCK TITAN

Director Susan Fleming (NYSE: RLI) gets 2,506 RSUs, exercises 1,681 shares

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

Rhea-AI Filing Summary

RLI Corp director Susan S. Fleming reported routine equity compensation activity. She received a grant of 2,506 restricted stock units that convert into an equal number of common shares at vesting. On a separate date, 1,681 restricted stock units vested and were exercised into common stock, increasing indirect holdings in a Directors' Trust to 22,674.484 shares. No open‑market purchases or sales were reported.

Positive

  • None.

Negative

  • None.
Insider Fleming Susan S.
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 — 22,606.484 shares (Indirect, Directors' Trust)
Footnotes (1)
  1. Shares acquired on the vesting of restricted stock units. Ownership reflects dividend reinvestment 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.
RSU grant 2,506 units Restricted stock units granted to director on May 14, 2026
RSUs exercised 1,681 units Restricted stock units vested and converted to common stock on May 13, 2026
Indirect common shares 22,674.484 shares Common stock held indirectly through Directors' Trust after transactions
New RSU holding 2,506 units Total restricted stock units held after the May 14, 2026 grant
Restructuring shares 68 shares Other restructuring-related common stock transaction on May 13, 2026
Restricted Stock Unit financial
"security_title: "Restricted Stock Unit" with 2,506.0000 units granted"
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 reinvestment financial
"Footnote F2 states: "Ownership reflects dividend reinvestment""
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
dividend equivalents financial
"Footnote F3: "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
"nature_of_ownership: "Directors' Trust" for indirect common stock holdings"
derivative exercise financial
"transaction_action: "derivative exercise/conversion" for 1,681.0000 units"
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*
Fleming Susan S.

(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$022,606.484IDirectors' Trust(2)
Common Stock05/13/2026J(3)68A$022,674.484IDirectors' 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 (4) (4)Common Stock1,681$00D
Restricted Stock Unit(1)05/14/2026A2,506 (5) (5)Common Stock2,506$02,506D
Explanation of Responses:
1. Shares acquired on the vesting of restricted stock units.
2. Ownership reflects dividend reinvestment
3. Shares acquired on the vesting of accrued special and regular dividend equivalents on restricted stock units.
4. 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.
5. 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)

FAQ

What insider transactions did RLI (RLI) director Susan S. Fleming report?

Susan S. Fleming reported routine equity compensation activity, including a grant of 2,506 restricted stock units and the vesting and exercise of 1,681 restricted stock units into common stock held indirectly through a Directors' Trust, with no open-market buys or sells disclosed.

How many restricted stock units did RLI (RLI) grant to Susan S. Fleming?

RLI granted Susan S. Fleming 2,506 restricted stock units. Each unit represents a right to receive one share of RLI common stock upon vesting, functioning as stock-based compensation tied to her service as a director of the company.

What happened when Susan S. Fleming’s 1,681 RLI restricted stock units vested?

When 1,681 restricted stock units vested, they were exercised into 1,681 shares of RLI common stock. These shares are reported as held indirectly through a Directors' Trust, reflecting equity compensation rather than an open-market share purchase transaction.

How many RLI common shares does the Directors' Trust hold after these transactions?

Following the reported transactions, the Directors' Trust associated with Susan S. Fleming holds 22,674.484 shares of RLI common stock. This figure captures indirect ownership after the vesting-related acquisition, excluding any additional shares that might be held through other accounts.

Did Susan S. Fleming buy or sell RLI shares on the open market?

The filing does not show any open-market purchases or sales. Reported activity consists of restricted stock unit grants, vesting and exercise into common stock, and a small restructuring entry, all consistent with routine equity compensation rather than discretionary trading.

What does the 68-share restructuring transaction mean for RLI (RLI)?

The 68-share transaction is coded as an "other" event tied to a Directors' Trust. It reflects a small ownership restructuring rather than a traditional market trade, and does not by itself indicate a change in RLI’s business, earnings, or overall capital structure.