What is the significance of the 68-share RLI (RLI) transaction in the Directors' Trust?

A 68-share common stock transaction is coded as an 'other' event within the Directors' Trust. The filing explains that ownership reflects dividend reinvestment, indicating the change arises from trust-level adjustments rather than discretionary open-market buying or selling.

RLI Corp (RLI) director receives 2,506 RSUs and exercises 1,681 into common shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

RLI Corp director Jordan W. Graham reported compensation-related equity activity. He received a grant of 2,506 restricted stock units, and separately exercised 1,681 restricted stock units into common shares. Following these transactions, an associated Directors' Trust holds 118,176.471 shares of common stock, including effects of dividend reinvestment.

Insider Trade Summary

1,681 shares exercised/converted

Mixed 4 txns

Insider Graham Jordan W

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 — 118,108.471 shares (Indirect, By Directors' Trust)

Footnotes (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.

Key Figures

RSU grant: 2,506 units RSUs exercised: 1,681 units Trust holdings after: 118,176.471 shares +2 more

5 metrics

RSU grant 2,506 units Restricted stock unit grant to director Jordan W. Graham

RSUs exercised 1,681 units Restricted stock units converted into common stock

Trust holdings after 118,176.471 shares Common stock held by Directors' Trust after transactions

Trust adjustment 68 shares Other acquisition or disposition within Directors' Trust

Exercise price $0.00 per unit Reported price per RSU for grant and exercise entries

Key Terms

Restricted Stock Unit, dividend reinvestment, dividend equivalents, Directors' Trust

4 terms

Restricted Stock Unit financial

"security_title: "Restricted Stock Unit""

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

"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

"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: "By Directors' Trust""

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 04:15 PM

SEC Form 4

FORM 4

UNITED 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^*

Graham Jordan W

(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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/13/2026		M⁽¹⁾		1,681	A	$0	118,108.471	I⁽²⁾	By Directors' Trust
Common Stock	05/13/2026		J⁽³⁾		68	A	$0	118,176.471	I	By Directors' 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	05/13/2026		M⁽¹⁾			1,681	⁽⁴⁾	⁽⁴⁾	Common Stock	1,681	$0	0	D
Restricted Stock Unit	⁽¹⁾	05/14/2026		A		2,506		⁽⁵⁾	⁽⁵⁾	Common Stock	2,506	$0	2,506	D

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-Fact	05/15/2026
	** Signature of Reporting Person	Date
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 insider equity awards did RLI (RLI) director Jordan W. Graham receive?

Jordan W. Graham received a grant of 2,506 restricted stock units as part of his equity compensation. These units represent a right to receive an equal number of RLI common shares upon vesting under the company’s director compensation arrangements.

Did the RLI (RLI) director buy or sell any shares in the open market?

The filing shows no open-market purchases or sales. Activity consists of a restricted stock unit grant, an RSU exercise into common stock, and a small ownership adjustment through a Directors' Trust, all at a reported price of $0.00 per share.

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

After the reported transactions, the Directors' Trust associated with Jordan W. Graham holds 118,176.471 shares of RLI common stock. The filing notes that this ownership level reflects dividend reinvestment and other trust-level adjustments disclosed in the footnotes.

What does the RSU exercise reported by RLI (RLI) represent?

The filing reports an exercise of 1,681 restricted stock units into 1,681 shares of RLI common stock. This converts previously granted RSUs into actual shares, reflecting the vesting of equity compensation rather than an open-market share purchase.