KEMPER Corp·4

Feb 5, 5:00 PM ET

Evans Carl Thomas Jr. 4

4 · KEMPER Corp · Filed Feb 5, 2026

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Kemper (KMPR) Interim CEO Evans Receives Awards; Sells Shares for Taxes

What Happened Carl T. Evans Jr., Kemper’s Interim CEO, Secretary & General Counsel, received multiple equity awards and had shares withheld to satisfy taxes. On 2026-02-03 he was credited with 4,989 restricted stock units valued at $38.09 each (total ≈ $190,031), 1,777 shares earned from performance share units (acquired at $0), and 19,953 derivative shares (acquired at $0). To satisfy withholding obligations upon vesting, 521 shares were disposed at $38.09 each for proceeds of $19,845.

Key Details

  • Transaction date: 2026-02-03; Form 4 filed: 2026-02-05 (timely).
  • Main award: 4,989 RSUs at $38.09 per share (≈ $190,031).
  • Tax withholding: 521 shares disposed at $38.09 for $19,845 to satisfy tax withholding on vesting.
  • Additional awards: 1,777 shares earned from 2023 performance share units; 19,953 derivative shares reported (subject to plan/agreement).
  • Shares owned after the transactions: not stated in the filing.
  • Transaction codes: A = award/acquisition; F = tax withholding/disposition.
  • Footnotes from the filing:
    • F1: Shares earned under 2023 performance share unit awards.
    • F2: Withholding of shares to satisfy tax withholding on vesting.
    • F3: RSU award under the 2023 Omnibus Plan, subject to forfeiture/vesting.
    • F4/F5: References to option/SAR structure and vesting schedule (option shares vest starting 2/7/27).

Context

  • The only disposition was withholding of 521 shares to cover tax liability—this is a routine, non‑market-sale disposition that often accompanies vesting.
  • The larger activity is issuance/vesting of awards (RSUs and performance awards), which are not the same as an open‑market purchase and may be subject to forfeiture or future vesting conditions.
  • For option-related entries referenced by footnotes, vesting schedules and tandem SAR features are disclosure items; these do not indicate an immediate cash exercise or market sale in this filing.

Insider Transaction Report

Form 4
Period: 2026-02-03
Evans Carl Thomas Jr.
Interim CEO, Sec. & GC
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-03+1,77786,748 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-03$38.09/sh521$19,84586,227 total
  • Award

    Common Stock

    [F3]
    2026-02-03$38.09/sh+4,989$190,03191,216 total
  • Award

    Employee Stock Option

    [F4][F5]
    2026-02-03+19,95319,953 total
    Exercise: $38.09From: 2027-02-07Exp: 2036-02-03Common Stock (19,953 underlying)
Footnotes (5)
  • [F1]Earned pursuant to the terms of performance share unit awards granted in 2023.
  • [F2]Withholding of shares to satisfy tax withholding obligation due upon vesting of performance units.
  • [F3]Award of restricted stock units under the Kemper Corporation Second A&R 2023 Omnibus Plan ("Plan"), subject to forfeiture and other restrictions until vested pursuant to the Plan and the award agreement.
  • [F4]Option to buy stock with tandem stock appreciation right.
  • [F5]Option shares vest in three equal consecutive annual installments beginning on 2/7/27.
Signature
/s/ Baird S. Allis, as Attorney-in-Fact|2026-02-05

Documents

1 file
  • 4
    wk-form4_1770328850.xmlPrimary

    FORM 4