[8-K] Unum Group Reports Material Event

Rhea-AI Filing Summary

On 2 July 2025, Enstar Group Limited (“Enstar”) filed seven Post-Effective Amendments to Form S-8 registration statements to deregister all unsold ordinary shares that had been reserved for employee and director equity plans. The affected authorisations originally covered approximately 3.16 million ordinary shares across the following programmes:

• 1,200,000 shares – 2006 Equity Incentive Plan (Reg. No. 333-141793)
• 460,949 shares – 1997 Omnibus Incentive Plan and 29,422 shares – 2001 Outside Directors Stock Option Plan (Reg. No. 333-148862)
• 97,862 shares – Deferred Compensation Plan for Non-Employee Directors (Reg. No. 333-148863)
• 200,000 shares – Employee Share Purchase Plan (Reg. No. 333-149551)
• 689,654 shares – 2016 Equity Incentive Plan (Reg. No. 333-212131)
• 84,370 shares – A&R 2016 Equity Incentive Plan (Reg. No. 333-237259)
• 400,000 shares – A&R 2016 Equity Incentive Plan (Reg. No. 333-265567)

The amendments were triggered by the completion of a merger agreement dated 29 July 2024 under which Enstar survived a series of transactions and became a wholly-owned subsidiary of Elk Bidco Limited. As no further public issuances will occur, Enstar is terminating the effectiveness of the S-8 registrations in accordance with undertakings contained in each filing. The submission is administrative and contains no new financial results. The document was signed in Hamilton, Bermuda by General Counsel Audrey B. Taranto.

Positive

• Merger consummation confirmed: filing indicates Enstar now operates as a wholly owned subsidiary, eliminating public-market dilution and simplifying corporate structure.

Negative

• None.

Insights

Securities Analyst

TL;DR – Administrative cancellation of 3.16 million unsold S-8 shares after Enstar’s take-private merger; neutral earnings impact.

The filing merely formalises the termination of public share registration linked to multiple equity incentive plans. Because Enstar is now a wholly owned subsidiary of Elk Bidco, future share issuances will be private, eliminating the need for ongoing S-8 coverage. There are no cash flows, earnings revisions or capital-structure changes disclosed; therefore, the action is compliance-driven and has no direct valuation effect. Investors have already realised consideration through the 2024–2025 merger, so today’s amendment is largely procedural.

Corporate Governance Expert

TL;DR – Filing confirms take-private status and tidies up outstanding equity plan registrations; governance risk minimal.

By deregistering unsold plan shares, Enstar fulfils its Part II undertaking to remove securities once the underlying offering ends. This limits future dilution, reduces SEC reporting obligations and clarifies that legacy equity programmes are closed. No additional board or executive actions are required, and the signature page reflects Rule 478 relief. From a governance standpoint, the move is routine and signals sound post-merger housekeeping rather than a material policy shift.

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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 1, 2025

UNUM GROUP

(Exact name of registrant as specified in its charter)

Delaware

001-11294

62-1598430

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 Fountain Square

Chattanooga, Tennessee 37402

(Address of principal executive offices) (Zip Code)

(423) 294-1011

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

☐			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, $0.10 par value

UNM

New York Stock Exchange

6.250% Junior Subordinated Notes due 2058

UNMA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

On July 1, 2025, Unum Group (the “Company”) announced the closing of the transactions (collectively, the “Transaction”) contemplated by the Master Transaction Agreement (the “Master Transaction Agreement”), dated as of February 26, 2025, between Unum Life Insurance Company of America (the “Ceding Company”), a Maine-domiciled insurance company and wholly-owned subsidiary of the Company, and Fortitude Reinsurance Company Ltd. (the “Reinsurer”), a reinsurance company organized under the laws of Bermuda. The Transaction and the Master Transaction Agreement were previously described in the Company’s Current Report on Form 8-K filed on February 27, 2025. In connection with the closing of the Transaction, the Ceding Company entered into a Coinsurance Agreement (the “Coinsurance Agreement”) with the Reinsurer and, for certain limited purposes, New Reinsurance Company, Ltd., a reinsurance company organized under the laws of Switzerland, pursuant to which, effective as of January 1, 2025, the Ceding Company ceded to the Reinsurer, and the Reinsurer reinsured, on a coinsurance basis, (i) a 100% quota share of a portion of the closed block individual long-term care business written by the Ceding Company, representing $3.4 billion of the Ceding Company’s long-term care statutory reserves, and (ii) a 100% quota share of the individual disability business reinsured by the Ceding Company from Provident Life and Accident Insurance Company (“PLA”), a Tennessee-domiciled insurance company and wholly-owned subsidiary of the Company, representing approximately $120 million of PLA’s in-force premium.

The foregoing description of the Coinsurance Agreement is qualified in its entirety by reference to the full text of the Coinsurance Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025.

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.

			Unum Group
			(Registrant)
Date: July 2, 2025			By:			/s/ J. Paul Jullienne
						Name:			J. Paul Jullienne
						Title:			Vice President, Managing Counsel, and
									Corporate Secretary

FAQ

Why did Enstar Group (ESGR) file Post-Effective Amendments on 2 July 2025?

To deregister unsold ordinary shares from seven Form S-8 registrations after becoming a wholly owned subsidiary of Elk Bidco Limited.

How many shares are being deregistered by Enstar in the S-8 POS filing?

Approximately 3.16 million ordinary shares spanning eight equity and compensation plans are being removed from registration.

Which equity plans are affected by the Enstar S-8 POS filing?

Plans include the 2006 and 2016 Equity Incentive Plans, 1997 Omnibus Plan, 2001 Outside Directors Stock Option Plan, Deferred Compensation Plan, and Employee Share Purchase Plan.

What corporate event triggered the need for these amendments?

Completion of a merger on 2 July 2025 in which Enstar became a wholly owned subsidiary of Elk Bidco Limited.

Does the filing contain any earnings or financial performance data?

No. The document is strictly administrative and provides no new revenue, profit or guidance figures.