United Fire Group (NASDAQ: UFCS) grants change-in-control severance to HR chief
Rhea-AI Filing Summary
United Fire Group, Inc. entered into its standard Change in Control Severance Agreement with SVP & Chief Human Resources Officer Steven D. Hernandez, effective August 28, 2025. This agreement applies if there is both a change in control of the company and a termination of his employment by the company without cause.
Under these circumstances, Mr. Hernandez would be entitled to a cash severance equal to 1.5 times his highest annual base salary plus target annual incentive compensation, continued insurance benefits for 18 months, and full vesting of his long-term incentive awards with performance goals deemed met at the target level. The agreement also includes an 18‑month non‑competition obligation and provides certain outplacement services to assist in a post-employment transition.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
FAQ
What executive compensation change did UFCS disclose in this 8-K?
United Fire Group, Inc. approved its standard Change in Control Severance Agreement for SVP & Chief Human Resources Officer Steven D. Hernandez, effective August 28, 2025, outlining his benefits if there is both a change in control and a qualifying termination.
What severance benefits could Steven D. Hernandez receive under the UFCS agreement?
If there is a change in control and his employment is terminated by the company without cause, Steven D. Hernandez is eligible for a severance payment equal to 1.5 times his highest annual base salary plus target annual incentive compensation, 18 months of certain insurance benefits, full vesting of long-term incentive awards at target performance, and outplacement services.
Does the UFCS change in control agreement include a non-compete for Steven D. Hernandez?
Yes. The agreement includes an 18‑month non‑competition provision that applies to Steven D. Hernandez following a qualifying termination connected to a change in control.
Which United Fire Group executive is covered by this new change in control severance agreement?
The agreement covers Steven D. Hernandez, who serves as SVP & Chief Human Resources Officer of United Fire Group, Inc.
How are long-term incentive awards treated for UFCS's Steven D. Hernandez after a change in control and termination?
In the event of a change in control and a termination by the company without cause, all long-term incentive awards held by Steven D. Hernandez become fully vested, and any performance measures tied to those awards are deemed satisfied at the target level.
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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): August 28, 2025
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) (Zip Code) | ||||||||
Registrant's telephone number, including area code: (319 ) 399-5700
_______________________N/A________________________
(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 Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At a meeting of the Board of Directors of United Fire Group, Inc. (the "Company" or "UFG") held on August 15, 2025, the directors approved the Company entering into the Company's standard form of Change in Control Severance Agreement with one of its named executive officers, SVP & Chief Human Resources Officer, Steven D. Hernandez. The agreement, effective as of August 28, 2025, among other things, provides for: 1) an 18-month non-competition agreement and 2) in the event of both a change in control and termination of employment by the Company without cause: a) a severance benefit payable to the named executive officer in an amount equal to 1.5 times his highest annual base salary plus target annual incentive compensation, b) the continuation of certain insurance benefits for a period of 18 months, c) the full vesting of each long-term incentive award held by the named executive officer, with any performance measures deemed satisfied at the target level, and d) certain outplacement benefits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 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.
| United Fire Group, Inc. | ||||||||
| (Registrant) | ||||||||
| Dated: | August 29, 2025 | /s/ Kevin J. Leidwinger | ||||||
| Kevin J. Leidwinger, Chief Executive Officer | ||||||||
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