SAFETY INSURANCE GROUP INC 8-K

What Happened Safety Insurance Group, Inc. (SAFT) announced on July 23, 2026 that it entered into an Agreement and Plan of Merger with MAPFRE U.S.A. Corp. and Splash Merger Sub. Under the Merger, Merger Sub will merge into Safety and Safety will become a wholly owned direct subsidiary of MAPFRE U.S.A. At the effective time each outstanding share of Safety common stock (other than dissenting or excluded shares) will be cancelled and converted into the right to receive $105.00 in cash. The Safety board unanimously approved the Merger Agreement and has resolved to recommend that Safety stockholders adopt the Merger Agreement.

Key Details

• Merger consideration: $105.00 per share in cash (no interest).
• Board and voting: Board unanimously approved and directors/executive officers entered Voting and Support Agreements to vote in favor.
• Closing conditions include majority stockholder approval, expiration/termination of HSR waiting periods, approval by the Massachusetts Commissioner of Insurance and other governmental approvals; no Legal Restraints.
• Deadline and termination: Merger agreement can be terminated if not consummated by July 23, 2027 (with possible extension to January 23, 2028 under certain regulatory circumstances).
• Termination fees: Company may owe Parent a termination fee of $46,243,518 in certain circumstances; Parent may owe the Company $111,755,169 if termination is due to certain regulatory failures (subject to conditions).
• Financing: MAPFRE, S.A. has committed equity financing to Parent sufficient to pay the merger consideration and related amounts; the Company is a direct party to the equity commitment.
• Employee awards: Outstanding restricted stock awards (RSAs) and performance stock awards (PSAs) will vest immediately prior to the Effective Time and be cancelled for cash payments equal to the Merger Consideration times covered shares (plus accrued unpaid cash dividends), payable on the Closing Date; Parent/Surviving Corporation will not assume or substitute PSAs.

Why It Matters This is a definitive cash acquisition at a fixed price per share, subject to customary regulatory and stockholder approvals, that would take Safety private as a MAPFRE U.S.A. subsidiary if completed. For shareholders, the key facts are the $105 cash price, the requirement for a stockholder vote, and multiple regulatory approvals (including the state insurance regulator). The committed financing from MAPFRE, S.A. and specified termination fees are intended to reduce financing risk and discourage competing bids, but the transaction remains subject to customary closing conditions and regulatory review. Stockholders should review the forthcoming proxy statement for full details and any updates.