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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) June 30, 2025
SELECTIVE
INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
| New Jersey |
|
001-33067 |
|
22-2168890 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
| 40 Wantage Avenue, Branchville,
New Jersey |
07890 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code (973) 948-3000
Not
Applicable
(Former name or former address, if changed since last report.)
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, par value $2 per share |
|
SIGI |
|
The Nasdaq Stock Market LLC |
| Depositary Shares, each representing a 1/1,000th interest in
a share of 4.60% Non-Cumulative Preferred Stock, Series B, without par value |
|
SIGIP |
|
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 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Exchange Act. ¨
Section 1 – Registrant’s Business
and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On June 30, 2025, Selective Insurance
Group, Inc. (“Selective”) entered into that certain Credit Agreement (the “Agreement”), by and among Selective,
the lenders named therein (collectively, the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent
(the “Administrative Agent”). Under the Agreement, the Lenders have agreed to provide Selective with a $100 million revolving
credit facility, which can be increased to $200 million with the consent of the Lenders. The Agreement will mature on June 30, 2028.
Interest
rates on borrowings under the credit facility are indexed to either a base rate or the term Secured Overnight Financing Rate (SOFR) for
one-, three-, or six-month interest periods, as selected by Selective at the time of borrowing, plus a specified margin dependent on Selective’s
debt rating.
The Agreement contains representations,
warranties, and covenants that are customary for credit facilities of this type, including, without limitation, financial covenants under
which Selective is obligated to maintain a minimum consolidated net worth and maximum ratio of consolidated debt to total capitalization,
and covenants limiting the ability of Selective to: (i) merge or liquidate; (ii) incur debt or liens; (iii) dispose of assets; (iv) make
investments and acquisitions; and (v) engage in transactions with affiliates.
The Agreement also contains customary
events of default, including, without limitation: (i) failure to pay principal, interest, or fees when due; (ii) covenant default; (iii)
material breach of representations or warranties; (iv) cross-default to other debt in excess of an agreed amount; (v) insolvency or bankruptcy;
(vi) monetary judgment in excess of an agreed amount; and (vii) a change in control event. If an event of default under the Agreement
occurs and is continuing, then the Administrative Agent, at the direction, or with the consent, of the Requisite Lenders (as defined in
the Agreement), may declare outstanding obligations under the Agreement immediately due and payable.
The foregoing description of the
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
Selective was a party to that certain
Credit Agreement (the “Prior Credit Agreement”), by and among Selective, the lenders named therein (collectively, the “Prior
Credit Agreement Lenders”), and the Administrative Agent, dated November 7, 2022, pursuant to which the Prior Credit Agreement Lenders
agreed to provide Selective with a $50 million revolving credit facility, which could be increased to $125 million with the consent of
the Prior Credit Agreement Lenders. The Prior Credit Agreement was scheduled to mature on November 7, 2025.
Pursuant to Section 10.19 of the
Agreement, upon the effectiveness of the Agreement pursuant to Section 3.1 and the payment in full of all indebtedness, liabilities, and
obligations under the Prior Credit Agreement (other than obligations which, by their express terms, survive the termination thereof),
the Prior Credit Agreement automatically terminated. The termination of the Prior Credit Agreement did not result in any penalties to
Selective.
The foregoing description of the
Prior Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Prior Credit
Agreement, which is filed as Exhibit 10.1 to Selective’s Current Report on Form 8-K filed on November 8, 2022 and is incorporated
herein by reference.
Section 2 – Financial Information
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information
set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| |
Exhibit No. |
|
Description |
| |
10.1 |
|
Credit Agreement, dated as of June 30, 2025, among Selective, the Lenders, and the Administrative Agent. |
| |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto
duly authorized.
| |
SELECTIVE INSURANCE GROUP, INC. |
| |
|
| Date: July 1, 2025 |
By: |
/s/ Michael H. Lanza |
| |
|
Michael H. Lanza |
| |
|
Executive Vice President and General Counsel |
