SAFETY INSURANCE GROUP INC (SAFT) SEC Filings

Safety Insurance Group, Inc. (SAFT) announced a key regulatory milestone for its pending merger with MAPFRE U.S.A. Corp. The mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the merger expired at 11:59 p.m. Eastern Time on September 14, 2026, satisfying one of the conditions to closing.

The merger would make Safety a wholly owned direct subsidiary of MAPFRE through a merger of Splash Merger Sub, Inc. into Safety. Closing remains subject to other customary conditions, including certain additional regulatory approvals and stockholder action described in Safety’s definitive proxy statement mailed on or about September 14, 2026.

Safety Insurance Group, Inc. (SAFT) is asking stockholders to approve an all‑cash acquisition by MAPFRE U.S.A. Corp., under which Splash Merger Sub, Inc. will merge into Safety and Safety will become a wholly owned subsidiary of MAPFRE. Each share of common stock will be converted into $105.00 in cash, a 44.8% premium to the July 22, 2026 closing price, with no interest and subject to withholding taxes. The board unanimously determined the merger is fair and in stockholders’ best interests, approved the merger agreement, and recommends voting FOR the merger, an advisory vote on merger‑related executive compensation, and a possible adjournment. The merger requires approval by holders of a majority of outstanding shares as of the September 8, 2026 record date, and remains subject to antitrust and insurance regulatory approvals and other customary closing conditions. If completed, SAFT will be delisted from Nasdaq and deregistered, and stockholders will no longer participate in Safety’s future earnings, though appraisal rights are available under Delaware law.

Safety Insurance Group, Inc. (SAFT) has agreed to be acquired by MAPFRE U.S.A. Corp. via a cash merger in which Splash Merger Sub, Inc. will merge into Safety, leaving Safety as a wholly owned subsidiary of Mapfre. Stockholders are being asked at a special meeting to approve the Merger Agreement, an advisory compensation vote and a potential adjournment.

If completed, each share of common stock will be converted into $105.00 in cash, a 44.8% premium to the $72.50 closing price on July 22, 2026; all RSAs and PSAs will vest and be cashed out at that price plus accrued dividends. Jefferies LLC delivered a financial fairness opinion on the consideration. The deal is supported by a Mapfre SA equity commitment of up to $1.567 billion and a bridge facility, and is not conditioned on financing. Closing requires approval by a majority of outstanding shares, antitrust clearance under the HSR Act, Massachusetts insurance approval and other customary conditions, and must occur by July 23, 2027 (extendable to January 23, 2028). Dissenting holders may seek appraisal under Delaware law. If the merger closes, SAFT will be delisted from Nasdaq and deregistered; if it does not, Safety remains public, and termination fees of $46.2 million (by Safety) or $111.8 million (by Mapfre) may be payable in specified scenarios.

Safety Insurance Group reported solid quarterly profitability alongside weather-driven pressure on year‑to‑date results and announced a planned sale of the company. For the quarter ended June 30, 2026, net income was $34.5M versus $28.9M a year earlier, with diluted EPS of $2.36. Net earned premiums rose to $291.7M, while the GAAP combined ratio improved to 95.7% from 98.1%, reflecting lower auto claim frequency and stable expenses.

For the first six months, net income fell to $20.2M from $50.8M as severe Northeast winter storms generated about $42.7M in losses and loss adjustment expenses and pushed the year‑to‑date combined ratio to 104.5%. Direct written premiums were slightly lower, with policy counts down in Massachusetts private passenger auto and homeowners, partly offset by growth in commercial auto. The balance sheet remains conservative, with $2.50B in assets, $876.7M of shareholders’ equity and loss reserves of $808.3M.

Subsequent to quarter end, Safety agreed to be acquired by MAPFRE U.S.A. Corp. in an all‑cash merger. Each outstanding common share is expected to be converted into $105.00 in cash at closing, subject to shareholder approval, regulatory clearances and customary conditions, including no continuing material adverse effect on the company.

Safety Insurance Group reported stronger second quarter 2026 results while also agreeing to be acquired. For the quarter ended June 30, 2026, net income was $34.5 million, or $2.36 per diluted share, up from $28.9 million, or $1.95 per diluted share, a year earlier. The combined ratio improved to 95.7% from 98.1% as net earned premiums rose to $291.7 million from $282.1 million and non‑GAAP operating income reached $2.03 per diluted share. Book value per share was $59.70 at June 30, 2026, down from $60.98 at December 31, 2025.

For the first six months of 2026, net income fell to $20.2 million, or $1.38 per diluted share, from $50.8 million, or $3.43 per diluted share, and the combined ratio rose to 104.5%, largely reflecting two severe winter weather events. The Board approved a $0.92 per share quarterly cash dividend payable September 15, 2026. Separately, Safety entered a definitive agreement under which an affiliate of Mapfre S.A. will acquire the company in an all‑cash transaction valued at approximately $1.54 billion, with shareholders to receive $105 per share, a 44% premium to the July 23, 2026 stock price.

Safety Insurance Group, Inc. received an amended Schedule 13G filing (Amendment No. 16) from SRB Corporation, The Plymouth Rock Company Incorporated, and Palisades Safety and Insurance Association, reporting beneficial ownership of its common stock. Each reporting person states beneficial ownership of less than 5% of the outstanding shares.

SRB Corporation reports shared voting and dispositive power over 257,164 shares, or 1.75% of the common stock. The Plymouth Rock Company Incorporated reports shared power over 114,367 shares, or 0.78%. Palisades Safety and Insurance Association reports shared power over 142,797 shares, or 0.97%, all calculated against 14,683,434 shares outstanding as of May 1, 2026. The parties make a joint filing and state that it should not be deemed an affirmation that a Section 13(d) “group” exists.

SRB Corporation and The Plymouth Rock Company Incorporated jointly reported indirect sales of Safety Insurance Group common stock. On July 27, 2026, affiliated entities sold 466,175 shares at $103.0865 and 774,177 shares at $103.0525, totaling 1,240,352 shares in transactions coded as sales. Both reporting persons describe complex ownership through subsidiaries and generally disclaim beneficial ownership except for their pecuniary interests.

SRB Corporation and The Plymouth Rock Company Incorporated, as 10% owners of Safety Insurance Group, reported an indirect sale of 38,835 shares of common stock on July 24, 2026 at $103.0776 per share. After this transaction, entities affiliated with Plymouth Rock, its subsidiaries and Palisades Safety and Insurance Association collectively hold 1,713,739 shares. SRB, a wholly owned Plymouth Rock subsidiary acting as investment manager, may be deemed to have voting and dispositive power over these shares, while both reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.

Safety Insurance Group, Inc. agreed to be acquired by MAPFRE U.S.A. Corp. through Splash Merger Sub, Inc., which will merge into the company, leaving Safety Insurance as a wholly owned subsidiary of MAPFRE. At closing, each outstanding share of common stock (other than excluded shares) will be converted into the right to receive $105.00 in cash, without interest.

Unvested restricted stock awards and performance share awards will fully vest at the effective time and be cancelled for cash based on the $105.00 price, plus accrued cash dividends, subject to tax withholding. The deal is subject to stockholder approval, antitrust clearance under the Hart-Scott-Rodino Act, approval by the Massachusetts Commissioner of Insurance, other governmental approvals, and absence of legal restraints, along with customary accuracy-of-representations and covenant-compliance conditions.

The agreement includes a customary no-shop, with a fiduciary out for a Superior Proposal. Safety Insurance may owe Parent a termination fee of $46,243,518 in specified circumstances, while Parent may owe the company a reverse termination fee of $111,755,169 if certain regulatory-related conditions are not met. Parent has an equity commitment from MAPFRE, S.A. sufficient to fund the merger consideration, equity award payments, fees and expenses, and any Parent termination fee, and completion of financing is not a condition to closing.