DEF 14A of Amerisafe Inc, Apr 24, 2026

DEF 14A of Amerisafe Inc

Filed Apr 24, 2026 · FY20250001193125-26-177410

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, the three director nominees listed below will be elected to serve three-year terms expiring at our annual meeting of shareholders in 2029. This section of the proxy statement contains information relating to the director nominees and the directors whose terms of office continue after the Annual Meeting. The director nominees were recommended by the Nominating and Corporate Governance Committee of the Board, (the "NCG Committee") and approved by the Board for submission to the Company's shareholders. The director nominees for election at the Annual Meeting are Michael J. Brown, G. Janelle Frost and Sean M Traynor, each of whom currently serves as a director. In the unanticipated event that any director nominee is unable to or unwilling to serve as a candidate for director, the persons named as proxies on your proxy card will vote your shares of our common stock for a substitute candidate nominated by the Board, unless otherwise directed. See the table on page 2 of this proxy statement for the applicable voting standard and the treatment of withhold votes and broker non-votes. The Board recommends a vote “FOR” the election of each of the director nominees.

  2. Nominees to be elected for terms expiring at the Company's 2029 Annual Meeting

    | MICHAEL J. BROWN | | | Age 62, has served as a director of the Company since November 2014 | | | Mr. Brown is the Chief Operating Officer and Director of DMMS Holdings, LLC. He was President of Regional Banking for First Horizon from July 2020, when First Horizon completed its merger with IberiaBank Corp., until his retirement on December 31, 2021. From September 2009 until July 2020, Mr. Brown was the Vice Chairman and Chief Operating Officer of IberiaBank Corp., managing IberiaBank’s retail and commercial banking operations. From 2001 to 2009, Mr. Brown served as Senior Executive Vice President of IberiaBank Corp. Prior to joining IberiaBank in 1999, Mr. Brown was a managing director with Bank One Capital Markets. Mr. Brown previously served as a director of Red River Bancshares, Inc., a NASDAQ-listed bank holding company, from January 2024 to November 2025. | | | Mr. Brown serves as Chair of the Compensation Committee and is a member of the Audit Committee. Mr. Brown’s experience in the financial services industry in a number of the Company’s key markets makes him well qualified to serve as a director of the Company and enables him to serve on the Audit Committee as an “audit committee financial expert” as defined by the U.S. Securities and Exchange Commission ("SEC") rules. | |

  3. Nominees to be elected for terms expiring at the Company's 2029 Annual Meeting

    | G. JANELLE FROST | | | Age 55, has served as a Director since April 2016 | | | Ms. Frost has served as the Company’s Chief Executive Officer since April 2015, President since September 2013 and interim Principal Financial Officer since November 2025. Prior to becoming Chief Executive Officer, Ms. Frost served as Chief Operating Officer from May 2013 to April 2015. She served as Executive Vice President and Chief Financial Officer from November 2008 to April 2013 and Controller from May 2004 to November 2008. Ms. Frost has served as a director of the National Council on Compensation Insurance since May 2023 and Ms. Frost has served as a Director of the Federal Reserve Bank of Atlanta since January 2025. Ms. Frost is the former chair of the board of directors of the New Orleans Branch of the Federal Reserve Bank of Atlanta. She has been employed with the Company since 1992. | | | Ms. Frost’s over 30 years of experience with the Company and her numerous roles with the Company gives her in-depth knowledge of the Company’s business and insurance industry. Her tenure with the Company provides valuable insight about operational and strategic matters impacting the Company. | |

  4. Nominees to be elected for terms expiring at the Company's 2029 Annual Meeting

    | SEAN M. TRAYNOR | | | Age 57, has served as a director of the Company since March 2020 | | | Mr. Traynor is currently a general partner of Welsh, Carson, Anderson & Stowe, a private equity investment firm that he joined in March 1999. Mr. Traynor has served as a director for InnovAge Holding Corp., a NASDAQ-listed healthcare company, since January 2026 and previously from 2015 to 2023. He has served as a director of Managed Markets Insights and Technology, LLC, a private consulting company servicing pharmaceutical clients, since 2018. Mr. Traynor previously served as a director for Universal American Financial Corporation, a NYSE-listed health insurer from 2007 to 2016, and K2M, Inc., a provider of medical products from 2010 to 2018. Mr. Traynor previously served as a director for the Company from 2001 until 2013. | | | Mr. Traynor serves as a member of the Compensation Committee. Mr. Traynor has strong expertise in the insurance and healthcare industries through his role at Welsh, Carson, Anderson & Stowe, which invests in companies in both industries. Mr. Traynor’s experience with companies in these industries provides valuable insight to the Board regarding industry trends that affect the Company. | |

  5. Current Directors whose terms expire at the Company's 2027 Annual Meeting

    Current Directors whose terms expire at the Company's 2027 Annual Meeting

  6. Current Directors whose terms expire at the Company's 2027 Annual Meeting

    | PHILIP A. GARCIA | | | Age 69, has served as a director of the Company since 2010 | | | Mr. Garcia served as executive vice president and chief financial officer of the Erie Insurance Group, a NASDAQ-listed property and casualty insurance company, from 1997 until he retired in April 2009, and in various other roles with Erie from 1981 to 1997. Mr. Garcia was a director of Donegal Group Inc., a NASDAQ-listed property and casualty insurance company, from December 2009 to May 2011. Mr. Garcia serves as Chair of the Audit Committee and is a member of the Compensation Committee. He possesses a strong background in financial, accounting and investment management with a publicly traded property and casualty insurance company, as evidenced by his prior positions. He brings substantial experience in the insurance industry to the Board, including a strategic understanding of the operations of a property and casualty insurance company, as well as an understanding of the challenges facing our industry. He is also an inactive certified public accountant ("CPA"). His experience enables him to serve on the Audit Committee as an “audit committee financial expert” as defined by SEC rules. Mr. Garcia earned his CERT Certificate through NACD by completing the Cyber-Risk Oversight Program in the fall of 2023. | |

  7. Current Directors whose terms expire at the Company's 2027 Annual Meeting

    | RANDALL E. ROACH | | | Age 75, has served as a director of the Company since March 2007 | | | Mr. Roach is an attorney and served as the Mayor of Lake Charles, Louisiana from 2000 until 2017. Prior to his tenure as Mayor, he served as a member of the Louisiana House of Representatives from 1988 to 1995, including service as Chairman of the House Natural Resources Committee from 1994 to 1995. As a practicing attorney, Mr. Roach focused on real estate, commercial law, and trusts and estate planning. In addition, Mr. Roach previously served as a director of The First National Bank of Louisiana, a private community bank, and its bank holding company, Financial Corporation of Louisiana. | | | Mr. Roach serves as Chair of the NCG Committee and is a member of the Audit Committee. Mr. Roach’s experience as an attorney and as an elected government official brings valuable insight to the Board given that the Company operates in a highly regulated industry. Mr. Roach’s background as an attorney, legislator and government official is particularly helpful in his role as chair of the NCG Committee. | |

  8. Current Directors whose terms expire at the Company's 2028 Annual Meeting

    Current Directors whose terms expire at the Company's 2028 Annual Meeting

  9. Current Directors whose terms expire at the Company's 2028 Annual Meeting

    | TERI G. FONTENOT | | | Age 72, has served as a director of the Company since January 2016 | | | Ms. Fontenot served as Chief Financial Officer and Executive Vice President of Woman’s Hospital in Baton Rouge, Louisiana from 1992 to 1996 and President and Chief Executive Officer from 1996 until her retirement in March 2019. Upon her retirement, Ms. Fontenot was named Chief Executive Officer Emeritus of Woman's Hospital. From 2011 to 2013, Ms. Fontenot served on the American Hospital Association Board and was the chair in 2012. Ms. Fontenot has served as a director for AMN Healthcare Services, Inc. a NYSE-listed healthcare staffing provider, since September 2019 and Bitcoin Depot Inc., a NASDAQ-listed Bitcoin ATM provider, since July 2024. She also serves as audit committee chair of each of AMN Healthcare Services, Inc. and Bitcoin Depot Inc. Ms. Fontenot previously served as a director for LHC Group, Inc., a NASDAQ-listed national provider of in-home health care services, from March 2019 until its acquisition in February 2023 and Landauer, Inc., a NYSE-listed provider of medical services and medical products, from September 2016 until its acquisition in October 2017. | | | Ms. Fontenot serves as a member of the Audit Committee and the NCG Committee. Ms. Fontenot brings to the Board substantial experience as a former chief executive officer and chief financial officer of various healthcare institutions and as chair of an insurance provider for over ten years. Her experience in the healthcare and insurance industries provide her with valuable insight into the issues affecting the Company and our policyholders. She is also an inactive CPA. This experience enables her to serve on the Audit Committee as an “audit committee financial expert” as defined by SEC rules. | |

  10. Current Directors whose terms expire at the Company's 2028 Annual Meeting

    | BILLY B. GREER | | | Age 61, has served as a director of the Company since March 2022 | | | Mr. Greer is Managing Director for PGIM Capital, a division of Prudential Financial, a position he has held since 2012, where he manages the Atlanta corporate finance office and oversees private placement financing activity for their U.S. Southeastern territory. From 2004 until 2011 Mr. Greer served as Senior Vice President of PGIM and Vice President from 1999 until 2004. Mr. Greer previously served as a vice president of Bank of America from 1993 to 1997 and began his career at Arthur Andersen and Bank United. He is also an inactive CPA. Mr. Greer serves as a member of the Compensation Committee and the NCG Committee. Mr. Greer possesses deep expertise in the areas of investment management, business development and asset administration, which enhances the Board's capabilities with respect to oversight of our investment portfolio. | |

  11. Current Directors whose terms expire at the Company's 2028 Annual Meeting

    | JARED A. MORRIS | | | Age 51, has served as a director of the Company since 2005 | | | Mr. Morris served as our lead director from November 2012 until he was appointed Chairman of the Board in April 2016. Since 2002, he has been an officer and a principal owner of Marine One Acceptance Corporation which is a specialty finance company. Since 2002, he has also served as an officer of Dumont Management Group, LLC, a privately held company that provides management services to various affiliated finance and investment companies. | | | Mr. Morris serves as our Chairman of the Board and Risk Committee Chair and is a member of the Audit Committee, Compensation Committee, and NCG Committee. During his tenure, he has taken a lead role in developing and maintaining the Company’s corporate governance policies and practices. His experience and training in financial and credit management, as well as business investment, enhances the Board’s oversight of strategic planning. His experience enables him to serve on the Audit Committee as an "audit committee financial expert" as defined by SEC rules. | |

  12. Board of Directors

    Board of Directors The Board presently consists of seven non-employee directors and one employee director. The Board is divided into three classes, with each class serving three-year terms. The term of one class expires at each annual meeting of shareholders.

  13. Director Compensation

    Director Compensation The elements of compensation payable to our non-employee directors in 2025 are briefly described below.

  14. Director Compensation

    | Board Service: | | | Annual cash retainer | $65,000 | | Annual restricted stock award | 75,000 | | Board Committee Service: | | | Chairman annual cash retainer | $45,000 | | Audit Committee Chair annual cash retainer | 20,000 | | Compensation Committee Chair annual cash retainer | 17,500 | | NCG Committee Chair annual cash retainer | 12,500 | | Risk Committee Chair annual cash retainer (1) | 12,500 | | Annual cash retainer for members of the Audit Committee | 7,500 | | Annual cash retainer for members for the Compensation Committee and NCG Committee | 5,000 |

  15. Director Compensation

    (1) In 2025, the Chair of Risk Committee did not receive additional compensation for service as Chair of Risk Committee. Committee Chairs do not receive annual cash retainers for being members of the committees they chair. Directors do not receive additional compensation for serving as committee members of the Risk Committee. The Company reimburses directors for reasonable out-of-pocket expenses incurred in connection with their service as directors. Any director who is an employee of the Company does not receive additional compensation for serving as a director. The amount of restricted stock granted to each non-employee director is equal to $75,000 divided by the closing price of our common stock on the date of the annual meeting of shareholders at which the non-employee director is elected or continues to be a member of the Board. The shares of restricted stock granted to non-employee directors generally vest at the next annual meeting of shareholders. If a non-employee director is first elected or appointed to the Board at a time other than at an annual meeting of shareholders, the non-employee director is awarded a prorated initial restricted stock grant at that time. Awards to non-employee directors are made under the Non-Employee Director Restricted Stock Plan (the "Non-Employee Director Plan"). On June 6, 2025, each non-employee director was granted 1,636 shares of restricted stock.

  16. 2025 Director Compensation

    2025 Director Compensation The following table provides information regarding the compensation of our non-employee directors for the year ended December 31, 2025.

  17. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Michael J. Brown | $90,000 | $74,994 | $164,994 | | Teri G. Fontenot | 77,500 | 74,994 | 152,494 | | Philip A. Garcia | 90,000 | 74,994 | 164,994 | | Billy B. Greer | 75,000 | 74,994 | 149,994 | | Jared A. Morris | 127,500 | 74,994 | 202,494 | | Randall E. Roach | 85,000 | 74,994 | 159,994 | | Sean M. Traynor | 70,000 | 74,994 | 144,994 |

  18. 2025 Director Compensation

    __________ 1. The grant date fair value of each award, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“Topic 718”), was $74,994. Pursuant to SEC rules, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 12 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025 for information regarding the assumptions made in determining these values. As of December 31, 2025, each non-employee director held 1,636 shares of restricted stock.

  19. Compensation Best Practices

    Compensation Best Practices The Committee annually reviews and periodically modifies our executive compensation program to retain and attract top executive talent to the Company and ensure that our program is both aligned with the interests of our shareholders and meets evolving governance standards. The following highlights some of the compensation and governance best practices that are part of our program: Performance-Based Annual Incentive Awards —Our AIP rewards our executives for achievement of pre-established Company and individual performance goals. • Majority of LTIP Awards are Performance-Based—A majority of the awards under our LTIP for executive management are in the form of performance awards that reward financial performance. • No Tax “Gross-Ups”—We do not provide any tax “gross-up” payments in connection with compensation or other benefits provided by the Company. • Clawback Policy—Incentive-based compensation for our NEOs is subject to a NASDAQ-compliant compensation recoupment policy that requires the Committee to seek recovery of covered incentive-based compensation if there is a required restatement of the Company’s financial statements. • Independent Compensation Consultant—The Committee engages an independent compensation consultant to prepare surveys of executive officer and director compensation based on a peer group comprised of publicly traded companies. • Double Trigger Severance Payments—The employment agreements with our executive officers do not provide for single trigger cash payments upon a change in control; our executives are entitled to severance only upon certain circumstances as the result of a termination of employment, and these payments are the same whether or not the termination is related to a change in control. • Double Trigger Vesting—Awards under our LTIP only vest in connection with a change in control if the executive experiences a qualifying termination of employment. • Risk Review—The Committee conducts an annual risk review of the Company’s executive compensation program, policies and practices. • Oversight of 10b5-1 Plans—The Board adopted 10b5-1 policies and procedures, which include Board oversight of 10b5-1 plan transactions. • Independent Advisors—The Committee helps ensure the independence of all Committee advisors by limiting the advisor's ability to perform other services for the Company. • Anti-Hedging and Anti-Pledging Policies—The Company prohibits its executives, directors and employees from hedging or pledging Company securities. Stock Ownership and Holding Requirements—Our executive officers are required to maintain certain levels of ownership of Company securities and are required to hold all shares received as compensation until the applicable guideline amount is achieved (net of shares used or sold to pay the exercise price or tax withholding). After meeting the applicable guideline, our executive officers are required to hold 20% of the shares received as compensation (net of shares used or sold to pay the exercise price or tax withholding).

  20. Role of Compensation Consultant

    Role of Compensation Consultant Since early 2012, the Committee has engaged AON (formerly referred to as McLagan) as its independent compensation consultant. Pursuant to Company policy, AON does not provide services to the Company other than the consulting services it provides to the Committee. The Committee is solely responsible for the appointment, compensation and oversight of the compensation consultant. AON attends Committee meetings, when requested by the Committee, prepares executive compensation surveys, and generally advises on executive compensation matters including the peer group composition for purposes of the surveys, pay levels and pay composition, and AIP and LTIP design. AON also provides market data, analysis, and advice regarding the CEO and executive officer compensation to the Committee as well as director compensation surveys and advice. As required by SEC rules, the Committee assessed the independence of AON and concluded that AON's work did not raise any conflicts of interest.

  21. Compensation Surveys

    Compensation Surveys AON conducted the most recent executive compensation survey in the fall of 2024 ("2024 Survey") which the Committee reviewed when setting 2025 compensation levels for our executives. The 2024 Survey compared the compensation for our executive officers against a peer group of 19 publicly traded insurance companies. AON used Company target compensation for 2024 and peer group compensation data estimated for 2025 target compensation in its preparation of the 2024 Survey. Peer Group. The Committee used a balanced assessment across multiple criteria to select peer companies for comparing executive pay, which included ranking the companies by premiums written, total revenue and assets, and selecting companies from the Property & Casualty Insurance Sector that were located in the continental U.S. With the assistance of AON, the Committee selected the 19 publicly traded companies identified below as its peer group for the 2024 Survey to more closely align company size as measured by premiums written. As compared to the peer group used in the compensation survey in 2023, three peer companies (Hallmark Financial, United Fire Group, Kinsale Capital) were removed and seven new peer companies (italicized below) were added based on selection criteria.

  22. Compensation Surveys

    The results of the 2024 Survey indicated that the Company’s base salary and target annual incentive opportunities were generally below market and represented a lower percentage of total direct compensation than that provided by the Company's peer group. The Committee uses survey data as a market reference to assess the competitiveness of our compensation programs and does not mandate target ranges for our NEOs' salaries, AIP opportunities, LTIP opportunities, or total direct compensation levels as compared to the peer group. The Committee uses external comparisons as only one point of reference and is mindful of the value and limitations of comparative data.

  23. 2025 Executive Compensation Program at a Glance

    | Compensation Element | Characteristics | | Base Salary | • Fixed cash compensation • Reviewed annually, and upon promotion or upon a change in job responsibilities • Used in determining target awards for incentive compensation | | AIP | • Annual variable cash compensation based on Company performance metrics (80%) and pre-established individual qualitative leadership objectives (20%) for our CEO and for each of our other NEOs, Company performance metrics represented the majority of quantitative goals. • Target award is a percentage of base salary for 2025 as follows: 80% for our CEO, 60% for our CFO, and a range of 40 - 55% for each of our other NEOs • Maximum payout is 150% of the target award | | LTIP | • Target LTIP award is a percentage of base salary—110% for our CEO and 60% for each of our other NEOs • Includes performance awards (70% of target LTIP) and time- based RSUs (30% of target LTIP), each payable in shares of our common stock following a three-year performance or vesting period. • Performance awards are earned based on the Company's average return on equity for the performance period measured against pre- established targets, with a maximum payout of 150% of the target award. |

  24. 2025 Executive Compensation Program at a Glance

    | | 2025 Base Salary | | 2025 Target AIP Award | | 2025 Target LTIP Award | | 2025 | | Executive | | % of Total | | % of Total | | % of Total | Total Target Compensation | | G. Janelle Frost | $815,000 | 34% | $652,000 | 28% | $896,500 | 38% | $2,363,500 | | Anastasios G. Omiridis | $537,500 | 46% | $322,500 | 27% | $322,500 | 27% | $1,182,500 | | Vincent J. Gagliano | $428,000 | 47% | $214,000 | 24% | $256,800 | 29% | $898,800 | | Kathryn H. Shirley | $380,000 | 50% | $152,000 | 20% | $228,000 | 30% | $760,000 | | Raymond F. Wise | $400,000 | 46% | $220,000 | 26% | $240,000 | 28% | $860,000 |

  25. 2025 Executive Compensation Program at a Glance

    __________ Annual Incentive Compensation. The Committee believes that annual incentive compensation is an important element of the total compensation of each executive officer. The AIP provides for payouts based primarily on achievement of quantitative Company performance goals across the executive management team. 2025 Annual Incentive Compensation. In February 2025, the Committee approved target award opportunities under the AIP for each executive officer equal to a percentage of the executive’s base salary. For 2025, the performance goals established were both quantitative and qualitative for all of the NEOs, including Ms. Frost. The quantitative goals were designed to support the long-term objective of policy growth and were based on rigorous goals with respect to growth in premiums written and combined ratio to focus management's efforts on improving Company performance in a declining rate environment. The Company performance metrics were weighted 60% for our CEO and represented significant weighting for our other NEOs. Each executive was also evaluated on pre-established individual qualitative leadership objectives, which for Ms. Frost focused on her leadership of the senior management team and for our other executive officers focused on completion of individual special projects. For purposes of the 2025 AIP awards, the Company performance metrics were as follows:

  26. 2025 Executive Compensation Program at a Glance

    | AIP Metrics | Description | | Combined Ratio | Defined as standard industry profitability measure and is calculated as the sum of: (1) incurred losses divided by net premiums earned (2) underwriting expenses divided by net premiums earned; and (3) dividends to policyholders divided by net premiums earned | | Growth in Premiums Written | Defined as the year-over-year growth in premiums written minus assumed premiums written (for mandatory pooling arrangements) |

  27. 2025 Executive Compensation Program at a Glance

    | Executive | Target Value of Annual Incentive Opportunity | Target Annual Incentive Opportunity (% of Base Salary) | | G. Janelle Frost | $652,000 | 80% | | Anastasios G. Omiridis | $322,500 | 60% | | Vincent J. Gagliano | $214,000 | 50% | | Kathryn H. Shirley | $152,000 | 40% | | Raymond F. Wise | $220,000 | 55% |

  28. 2025 Executive Compensation Program at a Glance

    With respect to the performance goals, the Committee established threshold, target and maximum goals for each metric and the NEOs could earn between 0% and 150% of the applicable target award with respect to that metric based on the level of achievement of the applicable goal. For each Company performance goal, no amount is earned if the minimum performance level is not achieved. In setting the goals for each metric, the Committee considered how achievement of the performance goals could be impacted by events expected to occur in the future, and how likely it would be for the goals to be achieved. We believe that the target goals have been established at levels that are appropriately challenging to attain and require considerable effort on the part of each NEO to achieve considering both business and market conditions. Achievement of above-target goals is considered to be a "stretch" given market conditions. With respect to the quantitative goals, growth in premiums written was between target and maximum goals, and combined ratio was between threshold and target goals for 2025. With respect to the individual qualitative goals, the Committee evaluated each executive’s performance against his or her performance goals to determine the achievement levels considering the recommendations of Ms. Frost for the executives other than herself. For 2025, the qualitative goals for each executive exceeded the threshold goals set by the Committee. The total AIP award payouts for our NEOs for 2025 were as follows:

  29. 2025 Executive Compensation Program at a Glance

    1. Mr. Omiridis resigned from the Company in November 2025. As a result, he did not earn an annual incentive award for 2025. Long-Term Incentive Compensation. Under our current program, the Committee makes LTIP awards on an annual basis, but may adjust the performance factors, the weighting of those factors, and other aspects of the LTIP each year as it evaluates the effectiveness of the program over time. Since 2023, our LTIP program includes both time-based element to promote retention, and a performance-based element focused on one metric, return on equity, to determine payouts with respect to such performance award, which metric is measured on a three-year average as compared to targets set by the Committee and is evaluated on an absolute basis instead of relative to peers. The Committee determined that due to the unique nature of the Company's business, relative performance may not be a realistic measure, but believes the use of the universal measure of return on equity allows for an easy comparison to peers or investment alternatives. This adjustment to the performance metric in the LTIP program beginning in 2023 also avoids overlap with the performance metrics in the AIP in future years. AON's compensation surveys continue to reaffirm the importance of the LTIP in making the Company’s executive compensation program competitive with peers. Awards under the LTIP for 2025 were made pursuant to our shareholder-approved equity incentive plans. 2025 Long-Term Incentive Compensation Awards. For the 2025 LTIP awards, the Committee set a target value, which was a percentage of base salary as set forth below. In setting the target award values, the Committee reviewed the 2024 Survey, which indicated that the long-term incentive target award opportunities were lower compared to peers for all executives. With 2025 base salary adjustments, the Committee did not elect to make any changes and approved the target LTIP percentages of 60% for each participating NEO, and 110% for our CEO, noting that with these base salary adjustments overall compensation would align closer to market. For 2025, each NEO's target LTIP award value was delivered in the form of a performance award (representing 70% of the target award) and a time-based RSU award (representing 30% of the target award). Both awards are payable in shares of our common stock after a three-year performance or vesting period, as applicable. For the performance awards, the number of shares earned will be determined based on the Company's average return on equity over the performance period, thus providing a link directly to the performance of the Company and aligning executive management compensation and shareholder interests. For purposes of the LTIP performance awards, return on equity is defined as the percentage obtained by dividing the Company's net income by the average of beginning and ending shareholder's equity.

  30. 2025 Executive Compensation Program at a Glance

    | Executive | Total Target Value of 2025 LTIP Awards | Target Value of 2025 RSU Awards (30%) | Target Value of 2025 Performance Based Awards (70%) (1) | Total Target Award Value of 2025 LTIP Awards as a Percentage of 2025 Base Salary | | G. Janelle Frost | $896,500 | $268,950 | $627,550 | 110% | | Anastasios G. Omiridis (2) | $322,500 | $96,750 | $225,750 | 60% | | Vincent J. Gagliano | $256,800 | $77,040 | $179,760 | 60% | | Kathryn H. Shirley | $228,000 | $68,400 | $159,600 | 60% | | Raymond F. Wise | $240,000 | $72,000 | $168,000 | 60% |

  31. 2025 Executive Compensation Program at a Glance

    Following completion of the three-year performance period, the earned performance awards will be payable in shares of our common stock. These awards are further described under “Executive Compensation—Grants of Plan Based Awards.” 2. Upon his resignation from the Company in November 2025, all of Mr. Omiridis' outstanding LTIP awards were forfeited. Description of 2025 Performance Awards. The performance awards provide a target dollar amount that may be earned by the executive, which amount will be paid in shares of our common stock, subject to certain limited exceptions. The amount earned under the performance award will be between 0% and 150% of the award’s target value. The amount earned, if any, is dependent on the Company’s average return on equity over a three-year period beginning on January 1, 2025, and ending December 31, 2027, relative to targets set by the Committee. Following the end of the performance period, the Committee will determine the percentage of the target award earned (the “Earned Value”). The number of shares of our common stock (rounded to the nearest whole share) earned will then be determined by dividing (a) the Earned Value under the award by (b) the volume weighted trading price per share of our common stock for the 10 trading days immediately preceding the date the value of the award is approved by the Committee (after the expiration of the three-year performance period). Description of 2025 RSU Awards. The RSU awards represent the right to receive a specified number of shares of our common stock at the end of a three-year vesting period provided applicable service conditions are met. Payout of the 2022-2024 Performance Awards. The 2022-2024 performance award payouts were calculated by determining the payout level based on Combined Ratio and Direct Premiums Written metrics. The following table sets forth the weighting of performance measures established under the performance awards for the 2022-2024 performance period, and the results achieved. The shares of our common stock earned under this award were issued in May 2025.

  32. 2025 Executive Compensation Program at a Glance

    | Metric | Weighting of Metric | Threshold BP | Peer Result | Company Result | Company/Peer BP Difference | Calculated Payout Factor (1) | Payout Factor Used | | Statutory Combined Ratio | 60% | 1,200 | 92.1% | 85.7% | (644) | 1.537 | 1.537 | | Statutory Growth in Direct Premiums Written | 40% | 500 | 0.5% | 2.0% | 149 | 1.298 | 1.298 |

  33. 2025 Executive Compensation Program at a Glance

    | Executive | Target Value of Performance Award | Bonus Factor (3) | Award Value as of May 22, 2025 | Number of Common Shares (4) | | G. Janelle Frost | $771,100 | 1.441 | $1,111,447 | 23,555 | | Anastasios G. Omiridis (1) | — | — | — | — | | Vincent J. Gagliano | $182,050 | 1.441 | $262,403 | 5,561 | | Kathryn H. Shirley | $167,750 | 1.441 | $241,791 | 5,124 | | Raymond F. Wise (2) | — | — | — | — |

  34. 2025 Executive Compensation Program at a Glance

    1. The performance factor estimate for the 2023 and 2024 awards as of September 30, 2025 is based upon (a) actual Company data from the beginning of the applicable performance period through September 30, 2025. The Committee expects that the payout value of the awards for the 2023 - 2025 performance period will be determined in the second quarter of 2026. The 2025 awards are estimated at target levels as probable outcome on an annual basis. Regardless of performance, the performance factor estimate is capped at 1.5 times target compensation. 2. Upon his resignation from the Company in November 2025, all of Mr. Omiridis' outstanding LTIP awards were forfeited. Employee Benefits. We do not provide our executives or other employees with defined benefit pensions, supplemental retirement benefits, post-retirement payments or deferred compensation programs. We do provide a 401(k) defined contribution plan that is available to all employees. We match 50% of employee contributions up to 6% of compensation for participating employees, subject to limitations under applicable law. Our executives and other employees are fully vested in Company contributions under this plan after five years. We also provide health, life and other insurance benefits to our executives on the same basis as our other full-time employees. Severance and Change-in-Control Benefits. We have employment agreements with each of our current executive officers. These employment agreements provide each executive officer with severance compensation consisting of cash payments paid in monthly installments and continued health benefits for a period of 12 months (18 months for our chief executive officer), in the event that an executive’s employment is terminated by us without cause or by the executive under certain qualifying circumstances. The cash severance payment for the covered executives (other than our chief executive officer) is an amount equal to the officer’s then current annual base salary plus the average of the three most recent annual incentive bonuses received by the executive. For our chief executive officer, the cash severance payment is one and one-half times the amount described in the preceding sentence. These employment agreements also provide that the terminated executive will not engage in activities that are competitive with our business for 12 months (18 months for our chief executive officer). For additional information regarding the employment agreements with our executives, see “Executive Compensation – Employment Agreements” below. Performance awards and RSU awards under the LTIP partially vest upon death, disability, retirement or a termination of employment without cause or for good reason following a change in control of the Company. These awards do not vest solely upon a change in control and with respect to the performance awards, the partial vesting remains conditioned upon the achievement of the performance measures. To qualify for partial vesting upon retirement, an executive officer must be at least age 60, have 10 or more years of service with the Company and not have accepted a substantial employment or consulting arrangement with another company engaged in the workers’ compensation insurance industry. The Committee believes that these benefits are necessary and appropriate in order to attract and retain qualified executive officers as these benefits are generally made available by other companies. In addition, the Committee recognizes that it may be difficult for our executive officers to find comparable employment in a short period of time. Therefore, these benefits, particularly the severance payments, address a valid concern, making an executive position with our Company more attractive. These issues are particularly significant to us, given that our corporate headquarters is not located in a major metropolitan area and it is unlikely that our executives could secure comparable employment without relocating to another city. The Company does not provide excise tax gross-ups under any change in control arrangement. Executive Perquisites. We also provide a limited number of perquisites that the Committee believes enhance our ability to attract and retain qualified executives. These perquisites include car allowances, disability insurance and reimbursement for annual medical examinations. Our executive officers are also permitted to accrue up to 300 hours of vacation, a limit slightly higher than the 240 hour maximum available to employees with more than 15 years of service. The Committee believes that this policy is appropriate given that the management responsibilities of our executive officers often do not permit them the flexibility to use their vacation time on an annual basis. The Company does not provide tax gross-ups on these perquisites or additional benefits. For additional information regarding perquisites provided to our executives, see “Executive Compensation—Summary Compensation Table – All Other Compensation.”

  35. Compensation-Related Policies

    Compensation-Related Policies Clawback Policy. In 2023, in accordance with SEC and NASDAQ rules, the Company adopted a new Clawback Policy (the "Clawback Policy"), which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The Clawback Policy does not condition such clawback on the fault of the executive officer and only under limited circumstances may the Company elect not to pursue recovery. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement. Stock Ownership Guidelines. The Committee has approved stock ownership guidelines for our executive officers. The target ownership for our chief executive officer is a dollar amount equal to three times her average base salary and annual incentive bonus for the three immediately preceding calendar years. The target ownership for each of our other executive officers is a dollar amount equal to two times their average base salary for the three immediately preceding calendar years (or, if less, all complete calendar years employed by the Company). All forms of Company outstanding equity, whether vested or unvested, including common stock and restricted stock as well as shares subject to unvested RSUs, are counted for purposes of determining compliance with the ownership guidelines. The value of outstanding performance awards is not counted for purposes of the guidelines. In determining whether an executive meets the applicable ownership target under the guidelines, the value of shares of common stock, including restricted stock, shares subject to RSUs and shares purchased by executives in the open market, is based on the closing price of our common stock on the last trading day of the most recent calendar year. Until an executive officer meets the ownership target provided under the guidelines, he or she is required to retain all shares received under the Company’s compensation plans, except for shares used to satisfy tax obligations. The following table sets forth for each current executive officer the applicable stock ownership guideline and equity ownership as of December 31, 2025, measured in dollars, using the guideline methodology described above.

  36. Compensation-Related Policies

    Impact of Prior Awards on Future Grants. The Committee does not have a specific policy addressing the cumulative value of prior equity awards in making future awards. However, our Committee intends to continue to make appropriate executive compensation decisions annually, so that our executives receive a total compensation package that is both competitive and has a significant portion of compensation at risk. The Committee is mindful that payment under LTIP performance awards is tied to the Company meeting or exceeding quantitative performance objectives and the increase in the value of our common stock (for restricted stock awards), with unvested awards also conditioned on continued employment. As a result, the Committee believes, as a general matter, that positive results with respect to prior incentive awards should not negatively impact future compensation decisions. Equity Grant Timing Practices. The Committee generally approves LTIP awards during a regular meeting in February of each year, with the awards having a delayed effective date falling within the Company's open window period following its fourth quarter earnings release. As described in this CD&A, the LTIP awards for our NEOs currently include grants of performance awards payable in shares of common stock and RSUs. We do not grant stock options. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  37. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information regarding the compensation of our chief executive officer, our chief financial officer, and our three other most highly compensated executive officers who were serving in such capacity as of December 31, 2025, 2024 and 2023.

  38. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | G. Janelle Frost | 2025 | $803,146 | $896,500 | $622,090 | $47,817 | $2,369,553 | | President and Chief Executive | 2024 | 752,083 | 833,910 | 653,694 | 46,694 | 2,286,381 | | Officer | 2023 | 718,500 | 794,200 | 544,013 | 43,455 | 2,100,168 | | Anastasios G. Omiridis (4) | 2025 | 484,896 | 322,500 | — | 42,140 | 849,536 | | Executive Vice President, Chief | 2024 | 491,667 | 300,000 | 384,750 | 35,231 | 1,211,648 | | Financial Officer | 2023 | 450,000 | 625,460 | 343,440 | 30,643 | 1,449,543 | | Vincent J. Gagliano | 2025 | 421,750 | 256,800 | 211,132 | 39,202 | 928,884 | | Executive Vice President and | 2024 | 395,833 | 238,800 | 254,282 | 43,596 | 932,511 | | Chief Risk Officer | 2023 | 346,667 | 204,600 | 190,517 | 38,702 | 780,486 | | Kathryn H. Shirley | 2025 | 372,708 | 228,000 | 156,750 | 38,188 | 795,646 | | Executive Vice President, Chief | 2024 | 340,000 | 207,000 | 199,824 | 36,376 | 783,200 | | Administrative Officer and Secretary | 2023 | 313,334 | 189,000 | 175,912 | 33,190 | 711,436 | | Raymond F. Wise | 2025 | 395,625 | 240,000 | 220,020 | 30,764 | 886,409 | | Executive Vice President, Chief | 2024 | 378,333 | 227,400 | 178,452 | 30,117 | 814,302 | | Sales Officer | 2023 | 164,904 | 932,250 | 88,973 | 110,373 | 1,296,500 |

  39. 2025 Summary Compensation Table

    __________ 1. LTIP awards in 2025 consisted of performance awards and time-based RSU awards. Amounts in this column represent the grant date fair value of these awards calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("Topic 718"), see Note 1 of the Company's annual report on Form 10-K filed February 28, 2025. With respect to the performance awards granted in 2025, the amounts above reflect the probable outcome for the awards calculated in accordance with Topic 718. The grant date fair value is an estimate made for financial accounting purposes. Award payouts will be determined at the end of the three-year performance period based on actual results for the Company. There is no minimum payout under the performance awards. Assuming the performance awards will be paid out at the target level of 100%, the grant date fair values of the awards would be as follows: Ms. Frost, $627,550; Mr. Gagliano, $179,760; Ms. Shirley, $159,600; and Mr. Wise, $168,000. Assuming that the performance awards will be paid out at the maximum payout level of 150%, the grant date fair values of the awards would be as follows: Ms. Frost, $941,325; Mr. Gagliano, $269,640; Ms. Shirley, $239,400; and Mr. Wise, $252,000. See "Grants of Plan-Based Awards." Pursuant to SEC rules, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information regarding the awards granted in 2025, see “Compensation Discussion and Analysis—Long-Term Incentive Compensation.” 2. Amounts in this column represent the amounts paid to our executive officers under our performance-based AIP. See “2025 Grants of Plan-Based Awards” below. 3. For 2025, includes compensation as described under “All Other Compensation” below.

  40. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards In 2025, each of our NEOs received performance awards and time-based RSUs under our LTIP. Additionally, in 2025 each of our NEOs received AIP awards. See “Compensation Discussion and Analysis—2025 Compensation.” The following table contains information regarding grants of plan-based awards to our NEOs in the year ended December 31, 2025. In this table, annual incentive compensation awards are abbreviated as “AIP,” long-term performance awards are abbreviated as “LTIP," and time-based LTIP RSUs are abbreviated as "LTIP RSU".

  41. 2025 Grants of Plan-Based Awards

    | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (4) | | | All Other Stock Awards: | | | Name | Type | Board or Committee Approval Date (1) | Grant Date (2) | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | G. Janelle Frost | AIP | 02/24/2025 | | $— | $652,000 | $978,000 | $— | $— | $— | $— | $— | | | LTIP | 02/24/2025 | 03/03/2025 | — | — | — | — | 627,550 | 941,325 | — | 627,550 | | | LTIP RSU | 02/24/2025 | 03/03/2025 | | | | | | | 5,156 | 250,094 | | Anastasios G. Omiridis | AIP | 02/24/2025 | | — | 322,500 | 483,750 | — | — | — | — | — | | | LTIP | 02/24/2025 | 03/03/2025 | — | — | — | — | 225,750 | 338,625 | — | 225,750 | | | LTIP RSU | 02/24/2025 | 03/03/2025 | | | | | | | 1,854 | 89,976 | | Vincent J. Gagliano | AIP | 02/24/2025 | | — | 214,000 | 321,000 | — | — | — | — | — | | | LTIP | 02/24/2025 | 03/03/2025 | — | — | — | — | 179,760 | 269,640 | — | 179,760 | | | LTIP RSU | 02/24/2025 | 03/03/2025 | | | | | | | 1,476 | 71,605 | | Kathryn H. Shirley | AIP | 02/24/2025 | | — | 152,000 | 228,000 | — | — | — | — | — | | | LTIP | 02/24/2025 | 03/03/2025 | — | — | — | — | 159,600 | 239,400 | — | 159,600 | | | LTIP RSU | 02/24/2025 | 03/03/2025 | | | | | | | 1,311 | 62,054 | | Raymond F. Wise | AIP | 02/24/2025 | | — | 220,000 | 330,000 | — | — | — | — | — | | | LTIP | 02/24/2025 | 03/03/2025 | — | — | — | — | 168,000 | 252,000 | — | 168,000 | | | LTIP RSU | 02/24/2025 | 03/03/2025 | — | — | — | — | — | — | 1,380 | 68,212 |

  42. 2025 Grants of Plan-Based Awards

    __________ 1. Each of the awards described in this table was approved by the Compensation Committee. 2. The grant date for each award is March 1, 2025. 3. Reflects the target and maximum dollar amounts payable under our AIP. The actual payment will be determined by the performance criteria described under “Compensation Discussion and Analysis – 2025 Annual Incentive Compensation.” 4. Reflects the target and maximum dollar amounts payable under our LTIP performance awards. Actual payments under each performance award will be made in shares of our common stock (rounded to the nearest whole share) equal to (a) the amount earned under the award divided by (b) the volume weighted trading price per share of our common stock for the 10 trading days immediately preceding the date the value of the award is approved by our Compensation Committee. The actual payout will be determined by the performance criteria described under “Compensation Discussion and Analysis—Long-Term Incentive Compensation.” Represents the grant date fair value of the awards computed in accordance with Topic 718. With respect to LTIP performance awards, amounts reflect the probable outcome for the awards calculated in accordance with Topic 718. The grant date fair value is an estimate made for financial accounting purposes. Payouts for the LTIP performance awards will be determined at the end of the three-year performance period based on actual results for the Company.

  43. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table contains information regarding outstanding equity awards held by our NEOs as of December 31, 2025. None of the NEOs held stock options as of December 31, 2025.

  44. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Stock Awards | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | | G. Janelle Frost | | | | | 2023-2025 LTIP performance award | | | 555,940 | | 2024-2026 LTIP performance award | — | — | 583,737 | | 2025-2027 LTIP performance award | | | 627,550 | | 2023-2025 LTIP RSU award | 4,401 | 169,042 | | | 2024-2026 LTIP RSU award | 4,792 | 184,061 | | | 2025-2027 LTIP RSU award | 5,156 | 198,042 | | | Anastasios G. Omiridis (4) | | | | | Restricted Stock Unit Grants | N/A | N/A | — | | 2023-2025 LTIP performance award | — | — | N/A | | 2024-2026 LTIP performance award | | | N/A | | 2023-2025 LTIP RSU award | N/A | N/A | | | 2024-2026 LTIP RSU award | N/A | N/A | | | Vincent J. Gagliano | | | | | 2023-2025 LTIP performance award | | | 143,220 | | 2024-2026 LTIP performance award | — | — | 167,160 | | 2025-2027 LTIP performance award | | | 179,760 | | 2023-2025 LTIP RSU award | 1,133 | 43,519 | | | 2024-2026 LTIP RSU award | 1,372 | 52,699 | | | 2025-2027 LTIP RSU award | 1,476 | 56,693 | | | Kathryn H. Shirley | | | | | 2023-2025 LTIP performance award | | | 132,300 | | 2024-2026 LTIP performance award | — | — | 144,900 | | 2025-2027 LTIP performance award | | | 159,600 | | 2023-2025 LTIP RSU award | 1,047 | 40,215 | | | 2024-2026 LTIP RSU award | 1,189 | 45,669 | | | 2025-2027 LTIP RSU award | 1,311 | 50,356 | | | Raymond F. Wise | | | | | Restricted Stock Unit Grants | 9,223 | 354,255 | — | | 2023-2025 LTIP performance award | — | — | 127,575 | | 2024-2026 LTIP performance award | | | 159,180 | | 2025-2027 LTIP performance award | | | 168,000 | | 2023-2025 LTIP RSU award | 1,044 | 40,100 | | | 2024-2026 LTIP RSU award | 1,307 | 50,202 | | | 2025-2027 LTIP RSU award | 1,380 | 53,006 | |

  45. Outstanding Equity Awards at 2025 Fiscal Year-End

    __________ With respect to Ms. Frost, 4,401 RSUs vested on March 1, 2026; 4,792 RSUs will vest on March 1, 2027; 5,156 RSUs will vest on March 1, 2028. With respect to Mr. Gagliano, 1,133 RSUs vested on March 1, 2026; 1,372 RSUs will vest on March 1, 2027; 1,476 RSUs will vest on March 1, 2028. With respect to Ms. Shirley, 1,047 RSUs vested on March 1, 2026; 1,189 RSUs will vest on March 1, 2027; 1,311 RSUs will vest on March 1, 2028. With respect to Mr. Wise, 4,257 RSUs vested on August 1, 2026; 4,966 RSUs will vest on August 1, 2027; 1,044 RSUs will vest on March 1, 2026; 1,307 RSUs will vest on March 1, 2027; 1,380 RSUs will vest on March 1, 2028. 2. Represents the value of RSUs based on a price of $38.41, the closing price of our common stock on December 31, 2025. 3. Represents the value of outstanding performance awards assuming that the target level of performance is achieved. Although denominated in cash, payments under each performance award will be made in shares of common stock (rounded to the nearest whole share) equal to (a) the amount earned under the award divided by (b) the volume weighted trading price per share of common stock for the 10 trading days immediately preceding the date the value of the award is approved by our Compensation Committee. The actual payout will be determined by the performance criteria described under “Compensation Discussion and Analysis—Long-Term Incentive Compensation.” The 2023-2025 LTIP performance period began on January 1, 2023 and ends on December 31, 2025. The 2024-2026 LTIP performance period began on January 1, 2024 and ends on December 31, 2026. The 2025 - 2027 LTIP performance period began on January 1, 2025 and ends on December 31, 2027. 4. Mr. Omiridis resigned from the Company November 30, 2025.

  46. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The Company had no outstanding options during 2025. The following table provides information, for each of our NEOs, on the number of shares of our common stock resulting from the vesting of shares of restricted stock and RSUs, the payout of the 2022-2024 performance awards and the value realized before payment of any applicable withholding tax during 2025.

  47. 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | G. Janelle Frost | 23,555 | $1,111,459 | | Anastasios Omiridis (3) | 4,565 | $210,812 | | Vincent J. Gagliano | 5,561 | $262,400 | | Kathryn H. Shirley | 5,124 | $241,780 | | Raymond F. Wise | 2,837 | $123,892 |

  48. 2025 Option Exercises and Stock Vested

    __________ 1. Represents the payout of performance awards vested for the 2022-2024 performance period. With respect to Mr. Omiridis and Mr. Wise, the amounts include vested time-based RSUs only. Mr. Omiridis joined the Company in September 2022 and Mr. Wise joined the Company in July 2023. Therefore, Mr. Omiridis and Mr. Wise did not receive a 2022-2024 performance award. Value determined on vesting date for time-based RSUs. With respect to performance awards, value is based on the volume weighted trading price per share of our common stock for the 10 trading days immediately preceding the date the value of the award is approved by the Committee. With respect to RSU grants, value is based on vest date.

  49. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below quantifies potential compensation that would have become payable to each of our NEOs under employment agreements, annual and long-term incentive compensation award agreements, special awards and Company plans and policies (as in effect on December 31, 2025) if their employment had terminated on December 31, 2025, given the executive officer’s base salary on that date and the closing price of our common stock on December 31, 2025 ($38.41). In addition, the table quantifies the compensation that would have become payable to each of our NEOs assuming that a change in control of the Company had occurred on December 31, 2025, and determining any amounts that would be payable under the employment agreements in effect as of that date. For additional information regarding (a) the circumstances in which our NEOs would be entitled to severance compensation, see “Executive Compensation—Employment Agreements” and (b) the acceleration of vesting of equity awards, see “Executive Compensation—Equity Incentive Plans.” Due to the factors that may affect the amount of any benefits provided upon the events described below, any actual amounts paid or payable may be different than those shown in this table. Factors that could affect these amounts include the date the termination event occurs, the base salary of an executive on the date of termination of employment and the price of our common stock when the event occurs.

  50. Potential Payments Upon Termination or Change in Control

    | | Cash Severance Payments (1) | Healthcare Premiums (2) | Acceleration of Equity Awards (3) | Total | | G. Janelle Frost | | | | | | Voluntary Termination | $— | $— | $— | $— | | Termination with Cause | — | — | — | — | | Termination without Cause or for Good Reason (prior to a Change in Control) | 1,821,904 | 43,893 | 1,511,258 | 3,377,054 | | Termination without Cause or for Good Reason (following a Change in Control) | 1,821,904 | 43,893 | 1,511,258 | 3,377,054 | | Death or Disability | — | — | 1,511,258 | 1,511,258 | | Retirement | — | — | 1,511,258 | 1,511,258 | | Change in Control | — | — | — | — | | Anastasios G. Omiridis (4) | | | | | | Voluntary Termination | — | — | — | — | | Termination with Cause | — | — | — | — | | Termination without Cause or for Good Reason (prior to a Change in Control) | — | — | — | — | | Termination without Cause or for Good Reason (following a Change in Control) | — | — | — | — | | Death or Disability | — | — | — | — | | Retirement | — | — | — | — | | Change in Control | — | — | — | | | Vincent J. Gagliano | | | | | | Voluntary Termination | — | — | — | — | | Termination with Cause | — | — | — | — | | Termination without Cause or for Good Reason (prior to a Change in Control) | 601,091 | 39,805 | 411,903 | 1,052,800 | | Termination without Cause or for Good Reason (following a Change in Control) | 601,091 | 39,805 | 411,903 | 1,052,800 | | Death or Disability | — | — | 411,903 | 411,903 | | Retirement | — | — | 411,903 | 411,903 | | Change in Control | — | — | — | — | | Kathryn H. Shirley | | | | | | Voluntary Termination | — | — | — | — | | Termination with Cause | — | — | — | — | | Termination without Cause or for Good Reason (prior to a Change in Control) | 531,933 | 880 | 369,350 | 902,163 | | Termination without Cause or for Good Reason (following a Change in Control) | 531,933 | 880 | 369,350 | 902,163 | | Death or Disability | — | — | 369,350 | 369,350 | | Retirement | — | — | 369,350 | 369,350 | | Change in Control | — | — | — | — | | Raymond F. Wise | | | | | | Voluntary Termination | — | — | — | — | | Termination with Cause | — | — | — | — | | Termination without Cause or for Good Reason (prior to a Change in Control) | 489,142 | 29,262 | 560,649 | 1,079,052 | | Termination without Cause or for Good Reason (following a Change in Control) | 489,142 | 29,262 | 560,649 | 1,079,052 | | Death or Disability | — | — | 560,649 | 560,649 | | Retirement | — | — | 560,649 | 560,649 | | Change in Control | — | — | — | — |

  51. Potential Payments Upon Termination or Change in Control

    Cash severance is payable in installments over 12 months (18 months for Ms. Frost). 2. Represents COBRA health insurance premiums payable on behalf of the executives following termination of employment for a period of 12 months (18 months for Ms. Frost). 3. Performance awards and special awards granted under the 2012 Incentive Plan and 2022 Incentive Plan will partially vest upon death or disability, retirement and will also partially vest if the recipient’s employment is terminated without cause or for good reason following a change in control. See “Executive Compensation—Equity Incentive Plan.” The dollar amounts in this column includes the value of RSUs that would vest on December 31, 2025 at $38.41 per share, the closing price of our common stock on December 31, 2025. With respect to the performance awards, the amounts in this column reflect partial vesting of the awards assuming target level performance. A grantee of a performance award will receive any payment under the award after the performance period has ended and the amount of the award is determined.

  52. CEO Pay Ratio

    CEO Pay Ratio For 2025, the ratio of the annual total compensation of Ms. Frost, our President and Chief Executive Officer (“CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Ms. Frost (“Median Annual Compensation”) was 32 to 1. We refer to the employee who received the Median Annual Compensation as the “Median Employee.” This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. The assumptions we used are specific to the Company and its employee population. As a result, our pay ratio may not be comparable to the pay ratios of other companies. CEO Compensation. Total CEO Compensation for 2025 was $2,369,553. We calculated total CEO Compensation by totaling all applicable elements of compensation reported for 2025 in the 2025 Summary Compensation Table. Median Annual Compensation. Median Annual Compensation for 2025 was $75,000. We calculated the Median Annual Compensation by totaling all applicable elements of compensation for our Median Employee in accordance with Item 402(c)(2)(x) of Regulation S-K. We did not make any cost-of-living adjustments in identifying the Median Employee. Determination Date and Measurement Period. We identified our Median Employee as of December 31, 2025 (the “Determination Date”). We used the 12-month period ended December 31, 2025 as the compensation measurement period. Employee Pool Used to Identify Median Employee. As of the Determination Date, we had 370 employees. This number includes all full-time, part-time, seasonal and temporary employees of AMERISAFE and its subsidiaries. This number does not include any independent contractors or “leased” workers. Compensation Used to Identify Median Employee. We used 2025 taxable wages as reflected in our payroll records and as reported to the Internal Revenue Service on Form W-2 to identify our Median Employee. W-2 taxable wages include, among other things, salary, wages, bonuses and stock compensation. Adjustments to Compensation. A portion of our permanent employee workforce (full-time and part-time) worked for less than the full year due to, among other things, commencing employment after the beginning of the year or taking an unpaid leave of absence. In determining our Median Employee, we annualized the total compensation for those individuals (but not for individuals in temporary or seasonal positions).

  53. Pay Versus Performance

    Pay Versus Performance As required by pay versus performance rules adopted by the SEC ("PVP Rules"), the below Pay Versus Performance table ("PVP Table") provides information about compensation for this proxy statement's NEOs, as well as our NEOs from our 2021, 2022, 2023, 2024 and 2025 proxy statements (each of 2021, 2022, 2023, 2024 and 2025 is referred to herein as a "Covered Year"). The PVP Table also provides information about the results for certain financial performance measures during those same Covered Years. In reviewing this information, there are a few important things to consider: • The information in columns (b) and (d) comes directly from this and prior years' Summary Compensation Tables, without adjustment; As required by the PVP Rules, we describe the information in columns (c) and (e) as "compensation actually paid" (or "CAP") to the applicable NEOs, but these CAP amounts do not entirely reflect compensation that our NEOs actually earned for their service in the Covered Years. Instead, CAP reflects a combination of realized pay (primarily for cash amounts) and realizable or accrued pay (primarily for equity awards); and As required by the PVP Rules, we provide information about our total shareholders return ("TSR") results, S&P 600 Property & Casualty Insurance Index ("PVP Peer Group") TSR results and U.S. GAAP net income results (the "External Measures") during the Covered Years in the PVP Table, but we did not actually base any compensation decisions for the NEOs on, or link any NEO pay to, these particular External Measures because the External Measures were not metrics used in our incentive plans during the Covered Years. Due to the use of Combined Ratio performance measure in our 2025 AIP, the Company has determined that, pursuant to the PVP Rules, Combined Ratio should be designated as the "Company-Selected Measure" because we believe it is the most important financial measure that we used to link 2025 named executive officer pay to our performance.

  54. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) (e) | Total Share-holder Return(3) (f) | Peer Group Total Shareholder Return(4) (g) | Net Income(5) (h) | Combined Ratio(6) (i) | | 2025 | $2,369,553 | $2,752,336 | $865,119 | $863,643 | $102.32 | $168.70 | 47.1M | 91.3% | | 2024 | 2,286,271 | 2,710,015 | 937,916 | 1,019,824 | 129.04 | 151.43 | 55.4M | 88.7% | | 2023 | 2,100,169 | 2,367,727 | 1,059,491 | 1,097,628 | 107.82 | 113.49 | 62.1M | 85.9% | | 2022 | 1,525,516 | 2,185,161 | 817,885 | 1,472,921 | 108.79 | 106.92 | 55.6M | 83.6% | | 2021 | 1,927,841 | 1,064,627 | 695,230 | 488,309 | 102.25 | 117.09 | 65.8M | 85.7% |

  55. Pay Versus Performance

    __________ 1. G. Janelle Frost was our principal executive officer (“PEO”) for the full year for each of 2025, 2024, 2023, 2022, and 2021. For 2025, 2024 and 2023, our non-PEO NEOs were Anastasios Omiridis (CFO), Vincent J. Gagliano, Kathryn H. Shirley, and Raymond F. Wise. For 2022, our non-PEO NEOs were Neal A. Fuller (CFO), Anastasios Omiridis (CFO), Vincent J. Gagliano, Andrew B. McCray and Kathryn H. Shirley. For 2021, our non-PEO NEOs were Neal A. Fuller, Vincent J. Gagliano, Andrew B. McCray and Kathryn H. Shirley. For each “Covered Year”, in determining both the compensation “actually paid” to our PEO and the average compensation “actually paid” to our non-PEO NEOs for purposes of this “PVP Table”, we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) for such Covered Year certain amounts as required under SEC rules. For 2025, the amounts added and deducted are set forth in the table below. Certain of the values in this table are calculated based on the probable outcome of performance awards as of various dates. For purposes of performance awards granted prior to 2025 and outstanding as of December 31, 2025, which awards are based on metrics that are measured against peer performance, probable outcome as of 2025 fiscal year-end has been calculated using the most recently available data as of the date of this filing, which is based on results through September 30, 2025.

  56. Pay Versus Performance

    | Item and Value Added (Deducted) | 2025 | | For G. Janelle Frost: | | | - change in actuarial present value of pension benefits | NA | | + service cost of pension benefits | NA | | + prior service cost of pension benefits | NA | | - SCT “Stock Awards” column value | $(896,500) | | - SCT “Option Awards” column value | $— | | + year-end fair value of outstanding equity awards granted in Covered Year | $1,031,620 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end[4] | $279,008 | | + vesting date fair value of equity awards granted and vested in Covered Year | $— | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | $(31,345) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $— | | + includable dividends/earnings on equity awards during Covered Year | $— | | For Non-PEO Named Executive Officers (Average): | | | - change in actuarial present value of pension benefits | $— | | + service cost of pension benefits | $— | | + prior service cost of pension benefits | $— | | - SCT “Stock Awards” column value | $(261,825) | | - SCT “Option Awards” column value | $— | | + year-end fair value of outstanding equity awards granted in Covered Year | $301,287 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end | $(49,196) | | + vesting date fair value of equity awards granted and vested in Covered Year | $— | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | $(15,259) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $— | | + includable dividends/earnings on equity awards during Covered Year | $23,517 |

  57. Pay Versus Performance

    For each Covered Year, our TSR was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $0.01 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with the closing price of our common stock on the Nasdaq Stock Market on December 31, 2020 through and including the last day of the fiscal year covered (each one-year, two-year, three-year, four-year period, or five-year period the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between the closing price of our common stock at the end versus the beginning of the Measurement Period divided by (b) the closing price of our common stock at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2025, 2024, 2023, 2022, and 2021, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. 4. For purposes of this pay versus performance disclosure, our peer group is the S&P 600 Property & Casualty Insurance Index (the PVP “Peer Group”). For each Covered Year, our peer group cumulative total shareholder return was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment for the PVP Peer Group. 5. Net income is calculated in accordance with U.S. Generally Accepted Accounting Principles. 6. Combined Ratio is calculated as the sum of: (1) incurred losses divided by net premiums earned; (2) underwriting expenses divided by net premiums earned; and (3) dividends to policyholders divided by net premiums earned. The following charts provide, across the Covered Years, (1) illustrations of the relationships between (A) the CAP to the PEO and the average of the CAP to our non-PEO NEOs (in each case as set forth in the PVP Table above) and (B) each of the performance measures set forth in columns (f), (h) and (i) of the PVP Table above, and (2) a comparison between our TSR and the TSR of the PVP Peer Group. Relationship of Compensation Actually Paid to Company Combined Ratio Relationship of Compensation Actually Paid to Company Net Income Relationship of Compensation Actually Paid to Total Shareholders Return Relationship of Compensation Actually Paid to Company Combined Ratio

  58. Relationship of Compensation Actually Paid to Company Net Income

    Relationship of Compensation Actually Paid to Company Net Income The following table lists the three financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our NEOs for fiscal year 2025 to our performance:

  59. Relationship of Compensation Actually Paid to Company Net Income

    | Combined Ratio | | Premium Written | | Return on Equity |

  60. Directors and Executive Officers

    Directors and Executive Officers

  61. Directors and Executive Officers

    | Name of Beneficial Owner | Number of Shares/Units | Percentage of Outstanding Shares/Units | | Michael J. Brown (1) | 13,421 | * | | Teri G. Fontenot (1) | 11,668 | * | | Philip A. Garcia (1)(2) | 24,903 | * | | Billy B. Greer (1) | 6,521 | * | | Jared A. Morris (1)(3) | 84,088 | * | | Randall E. Roach (1) | 16,522 | * | | Sean M. Traynor (1) | 15,986 | * | | G. Janelle Frost | 129,531 | * | | Vincent J. Gagliano | 31,523 | * | | Anastasios G. Omiridis | — | * | | Kathryn H. Shirley | 24,751 | * | | Raymond F. Wise | 6,561 | * | | All current directors and executive officers as a group (11 persons) (4) | 365,475 | 1.95% |

  62. Directors and Executive Officers

    __________ * Less than 1%. 1. Includes 1,636 shares of restricted stock granted on the date of our 2025 annual meeting of shareholders pursuant to our Non-Employee Director Plan. Each director has sole voting power but no dispositive power with respect to these shares. These shares vest on the date of the Annual Meeting. 2. Includes 24,903 shares beneficially owned through a revocable trust, of which Mr. Garcia is the sole trustee. 3. Includes 61,353 shares beneficially owned through a trust, of which Mr. Morris is a trustee. Includes shares of restricted common stock for which the directors have sole voting power but no dispositive power as follows: all directors as a group (11,452 shares). Excludes Mr. Omiridis who resigned effective November 30, 2025.

  63. DIRECTORS

    DIRECTORS The names of the current Directors of the Corporation are: C. Allen Bradley, Jr. Philip A. Garcia Jared A. Morris Millard E. Morris Daniel Phillips Randy Roach Sean M. Traynor Austin P. Young III The address of each of the Directors is 2301 Highway 190 West, DeRidder, Louisiana, 70634.

  64. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Section 11.110.1. Number of Directors. The number of Directors of the Corporation shall be fixed from time to time by or pursuant to the Bylaws of the Corporation. Section 11.210.2. Classified Board of Directors. The Directors shall be classified, with respect to the time for which they severally hold office, into three classes, each class to be as nearly equal in number as possible, as determined by the Board of Directors. At each annual meeting of the shareholders of the Corporation, the successors of the class of Directors whose term expires at that meeting shall be elected by a plurality of the votes cast by holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. Section 11.310.3. Shareholder Nomination of Director Candidates and Introduction of Business. Advance notice of shareholder nominations for the election of Directors and advance notice of business to be brought by shareholders before an annual meeting shall be given in the manner provided in the Bylaws of the Corporation. Section 11.410.4. Decrease in Number of Directors. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of an incumbent Director. Section 11.510.5. No Requirement of Written Ballot. The election of the Directors may be conducted in any form adopted by the Board of Directors and need not be by written ballot. In the event, however, that a majority of the shareholders vote to require written ballots, written ballots shall be used.