Safety Insurance clears HSR antitrust hurdle

Safety Insurance Group, Inc. (SAFT) announced a key regulatory milestone for its pending merger with MAPFRE U.S.A.

Rhea-AI Filing Summary

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.

Positive

• HSR waiting period expired on September 14, 2026 at 11:59 p.m. Eastern Time, satisfying a key antitrust-related condition to closing the proposed merger with MAPFRE U.S.A. Corp.

Negative

• None.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

HSR waiting period expiration time: 11:59 p.m. Eastern Time HSR waiting period expiration date: September 14, 2026 Merger Agreement date: July 23, 2026 +2 more

5 metrics

HSR waiting period expiration time 11:59 p.m. Eastern Time Expiration of the Hart-Scott-Rodino waiting period on September 14, 2026 for the merger

HSR waiting period expiration date September 14, 2026 Condition to closing of the merger with MAPFRE U.S.A. Corp.

Merger Agreement date July 23, 2026 Date Safety entered into the Agreement and Plan of Merger with MAPFRE and Splash Merger Sub, Inc.

Form 10-K fiscal year-end December 31, 2025 Fiscal year referenced for additional information on directors and executive officers

Proxy mailing date (approximate) On or about September 14, 2026 Date the definitive proxy statement was first mailed to Safety’s stockholders

Key Terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976, definitive proxy statement, forward-looking statements, Massachusetts Commissioner of Insurance, +1 more

5 terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

definitive proxy statement regulatory

"Safety filed a definitive proxy statement with the Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

forward-looking statements regulatory

"This communication contains “forward-looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Massachusetts Commissioner of Insurance regulatory

"including, without limitation, from the Massachusetts Commissioner of Insurance"

participants in the solicitation regulatory

"may be deemed, under SEC rules, to be participants in the solicitation of proxies"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SAFT announce regarding its merger with MAPFRE?

Safety Insurance Group reported that the HSR Act waiting period for its merger with MAPFRE U.S.A. Corp. expired on September 14, 2026, satisfying one of the conditions to closing. The merger would make Safety a wholly owned direct subsidiary of MAPFRE.

Does the HSR waiting period expiration mean the SAFT–MAPFRE merger is completed?

No. The HSR waiting period expiration satisfies only one closing condition. The merger still depends on other customary conditions, including additional regulatory approvals and matters described in Safety’s definitive proxy statement.

What regulatory approvals are still needed for the SAFT merger?

The company states that closing remains subject to other customary conditions, including certain additional governmental and regulatory approvals, specifically mentioning approval from the Massachusetts Commissioner of Insurance.

When was the definitive proxy statement for the SAFT merger mailed to stockholders?

Safety states that its definitive proxy statement relating to the proposed merger was first mailed to stockholders on or about September 14, 2026, and it urges stockholders to read it and related SEC filings carefully.

Where can SAFT investors access merger-related documents filed with the SEC?

Investors can obtain free copies of the definitive proxy statement and other merger-related documents at the SEC’s website, www.sec.gov, or from Safety’s Investor Relations via email or telephone as provided in the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 14, 2026

SAFETY INSURANCE GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50070	13-4181699
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 Custom House Street, Boston, Massachusetts		02110
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 951-0600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		SAFT		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934. ¨

Item 8.01. Other Events.

As previously announced, on July 23, 2026, Safety Insurance Group, Inc., a Delaware corporation (“Safety”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”) with MAPFRE U.S.A. Corp., a Massachusetts corporation (“Mapfre”), and Splash Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Mapfre (“Merger Subsidiary”), pursuant to which Merger Subsidiary will be merged with and into Safety (the “Merger”), with Safety surviving the Merger as a wholly owned direct subsidiary of Mapfre.

The consummation of the Merger (the “Closing”) is subject to certain customary conditions, including the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The waiting period under the HSR Act with respect to the Merger expired at 11:59 p.m. Eastern Time on September 14, 2026, satisfying one of the conditions to Closing.

The Closing remains subject to other customary conditions, including the receipt of certain other regulatory approvals.

Additional Information and Where to Find It

This communication is being made in respect of the proposed Merger involving Safety, Mapfre and Merger Subsidiary. Safety filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”). The definitive proxy statement was first mailed to Safety’s stockholders on or about September 14, 2026. Safety may also file other relevant documents with the SEC regarding the proposed transaction and related matters. This Current Report on Form 8-K is not a substitute for the definitive proxy statement or any other document that Safety may file with the SEC. STOCKHOLDERS OF SAFETY ARE URGED TO READ THE DEFINTIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HAVE BEEN (OR WILL BE) FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the definitive proxy statement and other relevant materials (when available) and other documents filed by Safety at the SEC’s website at www.sec.gov. Copies of the definitive proxy statement and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting Safety’s Investor Relations at investorrelations@safetyinsurance.com or (877) 951-2522.

Participants in the Solicitation

Safety, Mapfre and their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Safety’s directors and executive officers is available in (a) Safety’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance,” “Item 11. Executive Compensation,” “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships, Related Transactions, and Director Independence,” which was filed with the SEC on February 27, 2026, and can be found at www.sec.gov; (b) Safety’s definitive proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on March 31, 2026, under the headings “Proposal 1: Election of the Company’s Directors,” “Executive Officers,” “Executive Compensation,” “Director Compensation” and “Security Ownership of Certain Beneficial Owners, Directors and Management,” and can be found at www.sec.gov; and (c) subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. To the extent holdings of Safety’s securities by its directors or executive officers have changed since the amounts set forth in Safety’s proxy statement for its 2026 annual meeting of stockholders, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC (which can be found at www.sec.gov). Investors may obtain additional information regarding the interests of such participants by reading the definitive proxy statement, including under the heading “The Merger—Interests of Directors and Executive Officers in the Merger,” and other relevant materials regarding the proposed transaction when they become available. Copies of the documents filed with the SEC by Safety will be available free of charge through the website maintained by the SEC and at Safety’s website at https://www.safetyinsurance.com/about/financial.html.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Rule 175 promulgated thereunder, Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. Such statements include statements concerning anticipated future events and expectations that are not historical facts. Any statements about Safety’s plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. Such forward-looking statements include but are not limited to statements about the benefits of the proposed transaction, including future financial and operating results, Safety’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed transaction and other statements that are not historical facts. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (a) risks related to the consummation of the proposed transaction, including the risks that (i) the proposed transaction may not be consummated within the anticipated time period, or at all, (ii) Safety may fail to obtain stockholder approval of the Merger Agreement, (iii) the parties may fail to obtain required governmental and regulatory approvals, including, without limitation, from the Massachusetts Commissioner of Insurance, and (iv) other conditions to the consummation of the proposed transaction under the Merger Agreement may not be satisfied; (b) the effects that any termination of the Merger Agreement may have on Safety’s business, including the risk that Safety’s stock price may decline significantly if the proposed transaction is not completed; (c) the effects that the announcement or pendency of the proposed transaction may have on Safety’s businesses, including the risks that as a result (i) Safety’s business, operating results or stock price may suffer, (ii) Safety’s current plans and operations may be disrupted, (iii) Safety’s ability to retain or recruit key employees may be adversely affected, (iv) Safety’s business relationships (including customers, policyholders, agents, service providers, and business partners) may be adversely affected, or (v) Safety’s management’s or employees’ attention may be diverted from other important matters; (d) the effect of limitations that the Merger Agreement places on Safety’s ability to operate its business, return capital to stockholders or engage in alternative transactions; (e) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the proposed transaction and instituted against Safety and others; (f) the risk that the proposed transaction and related transactions may involve unexpected costs, liabilities or delays or that the potential benefits of the proposed transaction may not be realized or will not be realized within the expected time period and that Safety and Mapfre will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (g) other economic, business, competitive, legal, regulatory, and/or tax factors; and (h) other factors described in the reports of Safety filed with the SEC, including but not limited to the risks described in Safety’s Annual Report on Form 10-K for its fiscal year ended December 31, 2025, which was filed with the SEC on February 27, 2026, and Safety’s Quarterly Reports on Form 10-Q, and that are otherwise described or updated from time to time in Safety’s other filings with the SEC. All forward-looking statements attributable to Safety, or persons acting on Safety’s behalf, are expressly qualified in their entirety by this cautionary statement. Further, Safety disclaims any obligation to update the information in this Current Report on Form 8-K or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments, except as otherwise required by law. Stockholders are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Safety Insurance Group, Inc.
Date: September 15, 2026	By:	/s/ CHRISTOPHER T. WHITFORD
	Name:	Christopher T. Whitford
	Title:	V.P., Chief Financial Officer and Secretary

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• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB