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): June 924, 2026

Commission File No. 001-12257

MERCURY GENERAL CORPORATION

(Exact Name of Registrant as Specified in Charter)


California		95-2211612
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


4484 Wilshire Boulevard
Los Angeles, California		90010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (323) 937-1060

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:

☐

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 240.14.a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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	MCY	New York Stock Exchange
Common Stock	MCY	New York Stock Exchange Texas

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 Agreement.

~~Senior~~Second ~~Notes~~Amended ~~Offering~~and Restated Credit Agreement

On June 1224, 2026 (the “Closing Date”), Mercury General Corporation (the “Company”) ~~completed~~entered into a ~~public~~Second ~~offering~~Amended ofand ~~$525.0 million~~Restated ~~aggregate~~Credit ~~principal~~Agreement ~~amount~~with the lenders named therein, Bank of ~~its~~America, 6N.~~250%~~A., ~~Senior~~as ~~Notes~~administrative ~~due~~agent, ~~2036~~and the other parties party thereto (the “~~Notes~~Second A&R Credit Agreement”). The ~~Notes~~Second ~~are~~A&R Credit Agreement provides for a five-year, $250.0 million unsecured revolving credit facility (the “Revolving Facility”) and replaces the Company’s ~~unsecured~~existing ~~senior~~Amended ~~obligations~~ and ~~rank~~Restated ~~equally~~Credit inAgreement ~~right~~dated as of ~~payment~~March 31, ~~with~~2021, ~~all~~among of the Company’s, ~~existing~~the lenders party thereto and ~~future~~Bank ~~unsecured~~of ~~senior~~America, ~~indebtedness~~N.A., as administrative agent. The ~~Notes~~Revolving ~~were~~Facility ~~issued~~matures on June 24, 2031, and ~~sold~~the atproceeds aof ~~public~~any ~~offering~~borrowings ~~price~~under ofthe ~~99.764%~~Revolving ofFacility ~~their~~may ~~principal~~be ~~amount~~used for general corporate purposes.

~~The~~Borrowings ~~Notes~~under ~~were~~the ~~issued~~Revolving ~~pursuant~~Facility will bear interest at a fluctuating rate per annum equal to, anat ~~indenture~~the Company’s option, Base Rate (as defined in the ~~“Base~~Second ~~Indenture”~~A&R Credit Agreement), ~~dated~~or Term SOFR (as ofdefined ~~March 8~~in the Second A&R Credit Agreement), ~~2017~~in each case, ~~between~~plus an applicable margin that is calculated based on the Company’s ~~and~~Debt ~~Wilmington~~to ~~Trust,~~Capital ~~National~~Ratio ~~Association,~~(defined as ~~trustee~~consolidated ~~(the~~debt ~~“Trustee”~~to consolidated shareholders’ equity plus consolidated debt), asfrom ~~supplemented~~time byto atime ~~second~~and ~~supplemental~~ranges ~~indenture~~from ~~(the~~1.00% ~~“Supplemental~~to ~~Indenture”),~~1.50% ~~dated~~in asthe case of ~~June 12,~~loans ~~2026,~~accruing ~~between~~interest ~~the~~based ~~Company~~on Term SOFR and from 0.00% to 0.50% in the ~~Trustee,~~case asof ~~thereafter~~loans ~~amended~~accruing orinterest ~~supplemented~~based ~~(such~~on Base ~~Indenture,~~Rate (it being understood that Term SOFR as sodefined ~~amended~~can be no lower than 0.00% and ~~supplemented,~~Base ~~the~~Rate ~~“Indenture”~~as defined can be no lower than 1.00%). ~~The~~In ~~Indenture~~addition, ~~includes~~the Company has agreed to pay to the lenders under the Second A&R Credit Agreement certain customary ~~agreements~~fees, ~~and~~including ~~covenants~~a bycommitment fee on the actual daily unused portion of the revolving commitments under the Revolving Facility, which ranges from 0.10% to 0.225% based on the Company’s Debt to Capital Ratio from time to time.

~~Interest~~The onSecond ~~the~~A&R ~~Notes~~Credit ~~accrues~~Agreement atcontains arepresentations ~~rate~~and warranties, affirmative and negative covenants and events of 6default customary for unsecured financings of this type.~~250%~~ ~~per~~The ~~annum~~Second ~~and~~A&R isCredit ~~payable~~Agreement ~~semi-annually~~also contains the following financial covenants, in ~~arrears~~each case tested on ~~June~~a quarterly basis: (i) 15consolidated ~~and~~shareholders’ ~~December~~equity shall not be less than an amount equal to the sum of (a) $1,550.0 15million plus (b) 25% of positive consolidated net income earned in each calendar year (commencing onwith the calendar year ending December 1531, 2026.), ~~The~~(ii) ~~Notes~~the ~~will~~Debt ~~mature~~to onCapital ~~June 15~~Ratio shall not exceed 35%, ~~2036~~and (iii) the Risk Based Capital Ratio (defined as the “Total Adjusted Capital” (calculated in accordance with the accounting practices prescribed or permitted by the National Association of Insurance Commissioners) to the Company Action Level (as defined in the Second A&R Credit Agreement)) of certain material insurance subsidiaries shall be no less than 150%.

~~Certain~~The ~~events~~foregoing ~~are~~description ~~considered~~of ~~events~~the ofSecond ~~default~~A&R ~~under~~Credit ~~the~~Agreement ~~Indenture~~does not purport to be complete and is qualified in its entirety by reference to the ~~Notes~~Second A&R Credit Agreement, a copy of which ~~may~~is ~~result~~filed inas ~~the~~Exhibit ~~accelerated~~10.1 ~~maturity~~to ofthis ~~the~~Current ~~Notes,~~Report ~~including~~on ~~the~~Form ~~following~~8-K ~~events:~~and is incorporated herein by reference.

~~(a)~~Item 1.02. ifTermination ~~any event~~ of ~~default under~~ a ~~mortgage,~~Material ~~indenture~~Definitive or instrument under which the Company may issue, or by which the Company may secure or evidence, any indebtedness, including an event of default under any other series of the Company’s debt securities, whether the indebtedness now exists or is later created or incurred, happens and consists of default in the payment of more than $35,000,000 in principal amount of indebtedness at the maturity of the indebtedness, after giving effect to any applicable grace period, or results in the indebtedness in principal amount in excess of $35,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and this default is not cured or the acceleration is not rescinded or annulled within a period of 30 days after the Company receives written notice; orAgreement.

~~(b)~~The ~~the~~information ~~Company~~included ~~shall fail within 60 days to pay, bond or otherwise discharge any uninsured judgment or court order for the payment of money~~ in ~~excess~~Item of1.01 ~~$35,000,000,~~above ~~which~~ is ~~not~~incorporated ~~stayed~~by onreference ~~appeal~~into orthis isItem ~~not otherwise being appropriately contested in good faith; or~~1.02.

(c) default in the payment of any interest on the Notes when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by the Company with the Trustee or with a paying agent prior to the expiration of the 30-day period); or

(d) default in the payment of principal of the Notes at maturity; or

(e) default in the performance or breach of any other covenant or warranty by the Company in the Indenture (other than a covenant or warranty that has been included in the Indenture solely for the benefit of a series of debt securities other than the Notes), which default continues uncured for a period of 60 days after the Company receives written notice from the Trustee or the Company and the Trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding Notes as provided in the Indenture; or

(f) certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the Company.

The Base Indenture, the Supplemental Indenture and the form of global note for the offering are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the material terms of the Notes, the Base Indenture and the Supplemental Indenture are qualified in their entirety by reference to such exhibits.

Amendment to Amended and Restated Credit Agreement

On June 12, 2026, the Company entered into a Fourth Amendment to Amended and Restated Credit Agreement (the “Amendment”) with Bank of America, N.A., as administrative agent, and the lenders party thereto. The Amendment amends the Company’s existing Amended and Restated Credit Agreement, dated as of March 31, 2021 (as amended from time to time, including pursuant to the Amendment, the “Credit Agreement”). The Amendment permits the Company to incur the Notes as permitted indebtedness under the Credit Agreement.

The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the Amendment is qualified in its entirety by reference to such exhibit.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On June 9, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Wells Fargo Securities, LLC and Raymond James & Associates, Inc. with respect to the offering of the Notes. The closing of the sale of the Notes occurred on June 12, 2026.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2026 (Registration No. 333-295812), a base prospectus, dated May 12, 2026, and a prospectus supplement, dated June 9, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
1.1		Underwriting Agreement, dated as of June 9, 2026, between Mercury General Corporation and BofA Securities, Inc., Wells Fargo Securities, LLC and Raymond James & Associates, Inc.
10.1*		Second Amended and Restated Credit Agreement dated as of June 24, 2026, by and among Mercury General Corporation, Bank of America, N.A., as administrative agent, and the other lenders and parties party thereto.
4.1		Indenture, dated as of March 8, 2017, between Mercury General Corporation and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 8, 2017) (File No. 001-12257)
104		Cover Page Interactive Data File (formatted as inline XBRL)
4.2		Second Supplemental Indenture, dated as of June 12, 2026, between Mercury General Corporation and Wilmington Trust, National Association
4.3		Form of note representing the 6.250% Senior Notes due 2036 (included in exhibit 4.2)
5.1		Opinion of Latham & Watkins LLP
10.1		Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 12, 2026, by and among Mercury General Corporation, Bank of America, N.A., as administrative agent, and the lenders party thereto
23.1		Consent of Latham & Watkins LLP (contained in Exhibit 5.1)
104		Cover Page Interactive Date File (formatted as inline XBRL)

2* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission.

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.

Date: June 12, 2026			MERCURY GENERAL CORPORATION
Date: June 24, 2026			MERCURY GENERAL CORPORATION
	~~By:~~	By:	/s/ Theodore Stalick
	~~Name:~~	Name:	Theodore Stalick
	~~Its:~~	Its:	Chief Financial Officer

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