[8-K] United Fire Group Inc. Reports Material Event

Rhea-AI Filing Summary

Flotek Industries, Inc. (FTK) has filed a Form S-8 to register an additional 900,000 shares of common stock for issuance under its 2018 Long-Term Incentive Plan, as amended. Following this filing, the total number of shares registered for the plan will rise to 3,316,667. The amendment was approved by shareholders at the May 16, 2025 annual meeting. Standard exhibits—including the plan document, legal opinion, auditor consent, and filing-fee table—are attached. No financial results, transactions, or operational updates are included; the filing is exclusively administrative and pertains to employee equity compensation.

Positive

• None.

Negative

• The issuance of an additional 900,000 shares, if fully granted and vested, introduces minor dilution to existing shareholders.

Insights

Securities Analyst

TL;DR – Routine share registration; limited market impact.

This S-8 registers 900 k additional shares for Flotek’s 2018 LTIP, bringing the plan’s registered total to 3.32 M. The move simply replenishes the equity pool previously authorized by shareholders and does not alter capital structure beyond potential future dilution of roughly <1% based on Flotek’s latest 100 M+ shares outstanding. Because issuance depends on future grants and vesting schedules, immediate EPS impact is negligible. Investors should view this as customary housekeeping for employee incentives rather than a signal on fundamentals.

Corporate Governance Expert

TL;DR – Shareholder-approved incentive pool expansion, governance aligned.

The additional 900 k shares were explicitly approved at the 2025 AGM, indicating shareholder consent. Maintaining adequate stock compensation authorization supports talent retention while keeping governance transparent via SEC registration. The filing includes the required attorney and auditor consents, demonstrating procedural compliance. Dilution risk is modest and previously disclosed, so overall governance impact is neutral.

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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): July 10, 2025

 United Fire Group Inc.

(Exact name of registrant as specified in its charter)

Iowa			001-34257			45-2302834
(State of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

118 Second Avenue SE
Cedar Rapids			Iowa			52401
(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
Common Stock, $0.001 par value			UFCS			The NASDAQ Global Select Market

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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed by United Fire Group, Inc. (the “Company”) on June 6, 2024, the Company entered into a Master Note Purchase Agreement (“Note Purchase Agreement”) dated as of May 31, 2024 by and between the Company, Ares Management, LLC (“Ares”) as the lead investor (including several affiliate investors of Ares), American Republic Insurance Company and Illinois Casualty Company (collectively, the “Purchasers”). Pursuant to the Note Purchase Agreement, the Company issued senior unsecured notes in the principal amount of $70,000,000 (the “Series A Notes”).

On July 10, 2025, pursuant to a supplement to the Note Purchase Agreement, the Company completed an additional private placement of $30,000,000 aggregate principal of senior unsecured notes with a maturity date of May 31, 2039 (the “Series B Notes”). The Series B Notes is exclusively between the Company and an affiliate of Ares, Aspida Life Insurance Company, as the sole investor. The terms of the Series B Notes are identical to the Series A Notes. Capitalized terms used herein without definitions are used as defined in the Note Purchase Agreement or in the supplement to the Note Purchase Agreement.

The proceeds of the Notes will be contributed to the Company’s insurance subsidiaries in order to fund anticipated growth and for general corporate purposes.

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 above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On July 10, 2025, the Company issued a press release announcing the completion of the Offering, which is furnished as Exhibit 99.1 hereto.The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit 10.1			Master Note Purchase Agreement, dated as of May 31, 2024, by and among the Company and the Purchasers*
Exhibit 10.2			Supplement to Master Note Purchase Agreement, dated as of June 10, 2025
Exhibit 99.1			Press release of United Fire Group, Inc. dated July 10, 2025
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K.

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:			July 10, 2025			/s/ Kevin J. Leidwinger
						Kevin J. Leidwinger, Chief Executive Officer

1

FAQ

How many additional FTK shares are being registered in the 2025 Form S-8?

900,000 shares of common stock are being added to the 2018 Long-Term Incentive Plan.

What is the total number of shares now registered under Flotek’s 2018 LTIP?

After this filing, the aggregate total registered rises to 3,316,667 shares.

Was the share increase approved by FTK shareholders?

Yes. The amendment adding 900,000 shares was approved at the May 16, 2025 Annual Meeting.

Does the S-8 filing affect Flotek’s current earnings or operations?

No. A Form S-8 is an administrative registration and contains no financial performance data.

What potential impact does the filing have on existing FTK shareholders?

Only potential minor dilution if and when the newly registered shares are issued under employee awards.