Seth Davis Granted 1,250 Stock Options at $65.89 — RLI Form 4

Rhea-AI Filing Summary

Seth A. Davis, Vice President and Controller of RLI Corp (RLI), acquired 1,250 stock options on 08/01/2025 with an exercise price of $65.89. The options are exercisable beginning 08/01/2026 and expire on 08/01/2033. The reported grant increases his direct beneficial ownership of derivative securities to 1,250 options and is recorded with transaction code A (acquisition).

The grant vests in five annual tranches of 20% starting one year after the grant date, per the attached option schedule. The Form shows a reported derivative price of $0, and no cash purchase is reported on the form. This disclosure documents a routine executive compensation award with multi-year vesting terms.

Insights

Financial Analyst

TL;DR: Routine option grant to RLI's controller; modest size, multi-year vesting, neutral investor impact.

The Form 4 reports an acquisition of 1,250 stock options by Seth A. Davis at a $65.89 exercise price, exercisable from 08/01/2026 and expiring 08/01/2033. Vesting occurs at 20% per year beginning one year after grant, which staggers potential dilution and aligns executive incentives to longer-term performance. The transaction code A confirms this is an acquisition, and ownership is recorded as direct. Given the information in the filing, the development appears compensatory and routine rather than material to near-term valuation.

Corporate Governance Expert

TL;DR: Standard retention/compensation award with multi-year vesting; governance signals aligned incentives, not a material event.

The disclosure documents a grant structured to vest 20% annually over five years, exercisable beginning one year after grant. This is a common retention mechanism for officers and reflects prolonged service incentives. The options cover 1,250 common shares and are held directly. No sales, cancellations, or extraordinary terms are reported in the submission. From a governance standpoint, the award follows a typical vesting cadence and does not indicate governance irregularities.

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

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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^*

Davis Seth Anthony

(Last) (First) (Middle)

9025 N. LINDBERGH DRIVE

(Street)

PEORIA IL 61615

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RLI CORP [ RLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VICE PRESIDENT, CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$65.89	08/01/2025		A		1,250		08/01/2026(1)	08/01/2033(1)	Common Stock	1,250	$0	1,250	D

Explanation of Responses:

1. Pursuant to option schedule wherein 20% of the aggregate number of shares granted may be exercised commencing one year from grant date and each year thereafter in 20% increments.

	/s/ Seth A. Davis	08/11/2025
	** 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.

FAQ

What transaction did Seth A. Davis report on Form 4 for RLI?

He acquired 1,250 stock options on 08/01/2025 with an exercise price of $65.89.

What are the vesting and expiration terms for the options reported for RLI (RLI)?

The options vest at 20% per year starting one year after grant, are exercisable from 08/01/2026, and expire on 08/01/2033.

What role does the reporting person hold at RLI?

The reporting person is listed as Vice President, Controller and the filing indicates an officer relationship to the issuer.

How many shares do the reported derivative securities cover?

The options cover 1,250 shares of common stock and the number of derivative securities beneficially owned after the transaction is 1,250.

Was the transaction an acquisition or disposition on the Form 4?

The transaction code is A, indicating an acquisition of derivative securities.

Did the Form 4 report a cash price for the options?

The reported price of the derivative security is $0, and no cash purchase amount is shown on the form.