What changed in this filing

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Item 9A. Controls and Procedures

2026-10-16 compared with 2025-03-25 · 529 added, 126 removed, 166 unchanged (80% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed

in our Securities Exchange Act of 1934 (the “Exchange Act”) reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is

accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the

participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of

the Securities Exchange Act of 1934).

Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that disclosure controls and procedures were not effective as of that date due to the

previously identified and unremediated material weakness in internal control over financial reporting described below.

The Company maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that

information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is

accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2025, management, with the participation of the Company’s Chief Executive Officer and its Principal Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and

Based on this evaluation, management, including the Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025 because of

the material weaknesses in internal control over financial reporting described below.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial

reporting for the Company.

The Company’s internal control over financial reporting system has been designed to provide reasonable assurance regarding the reliability and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles.

Management recognizes that there are inherent limitations in the effectiveness of any internal control system.

Because of its inherent limitations, internal control over financial reporting may not

prevent or detect all misstatements.

Furthermore, the application of any evaluations of effectiveness on future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31,

2024 based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the updated 2013 Internal

Control – Integrated Framework .

Based on that evaluation, management believes that internal control over financial reporting as such

term is defined in Exchange Act Rule 13a-15(f) was not effective as of December 31, 2024, as a result of the previously identified and unremediated material weakness described below.

A material weakness is a deficiency, or combination of

deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As initially disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, we previously

identified certain deficiencies in internal control that we believe rise to the level of a material weakness.

Specifically, management determined that the design of the controls surrounding the process of reviewing insurance reserves and deferred

acquisition costs within the Company’s life and health segment was not effective.

This deficiency in design did not enable the timely detection of anomalies in these values at the level of precision necessary to detect misstated values that may be

Notwithstanding these deficiencies, management believes that, because of the actions taken by management in

identifying, and the efforts that the Company has been taking to address and correct, these deficiencies prior to the completion and filing of this Annual Report on Form 10-K, and the effective operation of other internal controls over financial

reporting, the material weakness did not result in any identified material misstatements to our financial statements.

Similarly, there were no changes to any of our historical financial statements.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

Furthermore, the application of any evaluations of effectiveness in future periods is subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Therefore, even those systems determined to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in the Internal Control – Integrated Framework (2013) .

Based on this assessment, management concluded that the Company’s internal control over financial

reporting was not effective as of December 31, 2025, because of the material weaknesses described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s

annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weakness—Group Premium Receivables and Suspense Cash Application

Management identified deficiencies in the design and operating effectiveness of controls over the recording and reconciliation of premium receivables and the application of premium payments

held in suspense within the Company’s group whole life and group accident and health business.

The Company did not design and maintain effective controls to timely and accurately reconcile enrollment, billing and cash receipt information at the individual policyholder level and to

resolve differences among third-party enrollment data, the policy administration system and the general ledger.

As a result, the Company did not maintain controls operating at a sufficient level of precision to determine whether recorded premium receivables were valid, whether amounts held in

suspense should be applied to individual policyholders or otherwise recognized, and whether the related amounts were recorded in the appropriate period and were appropriately classified in the Consolidated Financial Statements.

These deficiencies created a reasonable possibility that a material misstatement of premium revenue, premium receivables, accounts payable and accrued expenses and related disclosures

would not be prevented or detected on a timely basis.

Accordingly, management concluded that these deficiencies, in the aggregate, constituted a material weakness in internal control over financial reporting as of December 31, 2025.

Material Weakness— Implementation of LDTI and Valuation and Accounting for Long-duration contracts

Management identified deficiencies in the design and operating effectiveness of internal controls over the adoption and implementation of Accounting Standards Update No.

2018-12, Financial Services—Insurance (Topic 944):

Targeted Improvements to the Accounting for Long-Duration Contracts (“LDTI”).

The Company lacked sufficient personnel with the specialized technical accounting, actuarial and internal control knowledge and experience necessary to design and execute an effective

implementation process for LDTI and to perform an appropriate level of review over the resulting actuarial calculations, accounting entries and financial statement disclosures.

Consequently, the Company did not design and maintain effective controls to ensure that significant LDTI data inputs, assumptions, model configurations and accounting conclusions were

identified, validated and incorporated completely and accurately into the actuarial calculations, accounting records and financial statement disclosures in time to complete the year-end financial reporting process.

These deficiencies created a reasonable possibility that a material misstatement of LFPB, related remeasurement gains or losses, DAC, AOCI, income taxes and related financial statement

disclosures would not be prevented or detected on a timely basis.

Accordingly, management concluded that these deficiencies, in the aggregate, constituted a material weakness in internal control over financial reporting as of December 31, 2025.

Material Weakness— Income Tax Accounting

Management identified deficiencies in the design and operating effectiveness of internal controls over the preparation, review and financial

reporting of the Company’s income tax provision and current and deferred tax balances.

The Company’s controls did not operate with sufficient precision and timeliness to ensure that the tax-basis reserves, premium and LDTI

transition information used in the tax provision were complete and accurate.

Consequently, the income tax provision calculations were subject to revisions and required subsequent correction or reclassification.

management’s corrective procedures supported the final reported amounts, those subsequent procedures demonstrated that the underlying controls were not operating effectively as of December 31, 2025.

These deficiencies created a reasonable possibility that a material misstatement of income tax related balances and related financial statement disclosures would not be prevented or

detected on a timely basis.

Accordingly, management concluded that these deficiencies, in the aggregate, constituted a material weakness in internal control over financial reporting as of December 31, 2025.

Remediation Activities

As further described below, management has initiated remediation activities intended to address the material weaknesses described above, which remain unremediated as of the date of this report.

activities include the following:

Material Weakness—Group Premium Receivables and Suspense Cash Application

Management’s remediation activities include or will include:

Implementing controls to validate inbound enrollment files against approved formats and business rules;

Establishing procedures to communicate exceptions to submitting partners and require correction before information is processed by the policy-administration system;

Implementing documented manual validation and exception-review controls while the automated solution is being developed and tested;

Establishing recurring policy-level reconciliations among enrollment data, billing records, cash receipts, policy status, due-premium balances, suspense balances and the general ledger;

Establishing formal aging, investigation, disposition and escalation requirements for due-premium and suspense balances;

Material Weakness—Implementation of LDTI and Valuation and Accounting for Long-duration contracts

Management’s remediation activities include or will include:

Adding personnel or engaging qualified third-party resources with specialized technical accounting, actuarial and internal control expertise to support the ongoing application of LDTI;

Enhancing controls over actuarial valuation-related data inputs, assumptions, model configurations, actuarial calculations, as well as actuarial based journal entries, account reconciliations and financial statement disclosures;

Establishing formal actuarial-to-accounting handoff and review controls designed to ensure that complete, accurate and timely information is provided and reviewed before completion of the financial statement close process.

Material Weakness—Income Tax Accounting

Management’s remediation activities include or will include:

Implementing controls to reconcile final tax reserves and premium to the corresponding tax attributes used in the income tax provision;

Enhancing the independent review of current and deferred income tax expense, deferred tax assets and liabilities, and related equity effects using defined review

criteria and thresholds, as well as model changes.

Changes in Internal Control Over Financial Reporting

The Company’s remediation efforts of the previously identified material weakness, which began in the quarter ended

March 31, 2024, remained ongoing though the quarter ended December 31, 2024, and through the date hereof.

The Company has made significant progress in its remediation efforts, and during the quarter ended December 31, 2024, management conducted a

systematic review of the components of underwriting income for the Company’s Life products.

This review included independent calculations of actuarial values for these products using a comprehensive process that had been developed, tested, and

implemented during the quarter ended December 31, 2024.

Based on this review, management did not identify any material misstatement in the Company’s financial statements.

In furtherance of the remediation efforts, the Company has continued the development of a system to perform

calculations independently of the actuarial models.

This system is intended to verify that the product parameters and actuarial assumptions are properly reflected in the reported values.

The Company’s group whole life product has been implemented

on the system, which was used to validate the actuarial values for this product as of December 31, 2024.

The Company currently expects that an extension of this system to accommodate other product lines the Company offers will be operational by

September 30, 2025.

Full development and implementation of this system has required more time than previously anticipated due to unforeseen complexities inherent in the actuarial software systems used to calculate and report the actuarial values.

These complexities have required additional effort to understand and to replicate in this system, and to complete the remediation process

Inherent Limitations on Effectiveness of Controls

No system of controls, no matter how well designed and implemented, can provide absolute assurance that the objectives

of the system of controls are met.

Furthermore, no evaluation of controls can provide absolute assurance that all control issues and any instances of fraud within a company have been detected.

We adopted new accounting guidance for insurance and reinsurance companies that issue long-duration contracts (“LDTI”) as of January 1, 2025 on a modified retrospective transition basis.

result, we implemented changes to our relevant business processes and internal controls over financial reporting.

Except as reported above, no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) occurred during the quarter ended

December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

After December 31, 2025, the Company began implementing certain remediation measures with respect to the material weaknesses described above.

Those post-year-end remediation activities

did not affect management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of the Company’s independent registered public accounting

firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to certain rules of the Securities and Exchange Commission that

exempt non-accelerated filers, including the Company, from such requirement.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to certain rules of the Securities and Exchange Commission that exempt non-accelerated filers, including the Company, from such

Other Information

None of the Company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2024, as such terms are

defined under Item 408(a) of Regulation S-K.

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

With the exception of certain information relating to the executive officers of the Company, which is provided in Part I hereof, the information relating to securities

authorized for issuance under equity compensation plans and the information relating to the Company’s Code of Business Conduct and Ethics, each of which is included below, all information required by Part III (Items 10, 11, 12, 13 and 14 of Form

10-K) is incorporated by reference to the sections entitled “Election of Directors,” “Security Ownership of Certain Beneficial Owners and Management,” “Delinquent Section 16(a) Reports” (if applicable), “Executive Compensation,” “Certain

Relationships and Related Person Transactions" and “Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm” to be contained in the Company’s definitive proxy statement in connection with the Company’s 2025

Annual Meeting of Shareholders, to be filed with the SEC within 120 days of the Company’s fiscal year end.

Directors, Executive Officers and Corporate Governance

The following sets forth the names, ages, positions, and biographies as of October 1, 2026 of the members of the Company’s Board of Directors and the Company’s executive officers:

Position with the Company

Chairman of the Board, President and Chief Executive Officer

Keehln Wheeler

The biographies below contain information regarding, as applicable, the person’s service as a director to the Company, business, educational, and other professional experience, director positions with any other

“publicly traded” company held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, during the last ten years, and the experiences,

qualifications, attributes or skills that caused the Board to determine that the person should be nominated to serve as a Director of the Company.

The Company believes that the backgrounds and qualifications of its Directors, considered as a

group at any time, should provide diverse business and professional capabilities, along with the experience, knowledge and other abilities that will allow the Board to effectively fulfill its responsibilities.

has been President and Chief Executive Officer of the Company since May 1995 and prior thereto served as Executive Vice President of the Company from October 1992 to May 1995.

During his tenure with the Company, Mr.

Howell has also served in various capacities for the Company’s subsidiaries.

He is actively engaged in key decision making of each of the Company’s operating subsidiaries and has longstanding

relationships with not only the Company’s employees but a significant number of the Company’s subsidiaries’ independent agents.

He has been a Director of the Company since October 1992 and, beginning in February 2009, assumed the role of

Chairman of the Board of Directors.

Howell also serves as the executive chairman and chief executive officer, and a director, of Gray Media, Inc., (formerly Gray Television, Inc., “Gray”) a leading media company.

Given the size of the

Company and the scope of its operations, the Board of Directors has concluded that Mr.

Howell, due to his high level of involvement, can serve effectively roles of Chairman of the Board, President and Chief Executive Officer.

In addition to

being very familiar with our Company, Mr.

Howell is also a former attorney.

His background provides additional perspective to the decisions facing not only our Company but also the Board of Directors.

Howell has also been actively

involved in various segments of the insurance industry throughout his career, resulting in significant depth and breadth of industry knowledge, which is beneficial to the Board of Directors.

Howell is the son-in-law of Harriett J.

Robinson, the estate of whom is a greater than 5% holder of the outstanding shares of Common Stock of the Company.

He is also Mrs.

Howell’s husband.

Howell has been a Director of the Company since May 2012.

She has served as Vice President and a Director of both Delta Life Insurance Company and Delta Fire

& Casualty Insurance Company since 1992.

Howell also serves on the board of Gray.

She is a former Chairman of the Board of Farmer’s and Merchant’s Bank and a former director of Premier Bancshares, Inc.

She received a BA in Economics

from the University of Virginia and a Masters of Business Administration from the University of Texas at Austin, and she has held a number of management and oversight roles in various businesses in which her family maintains an interest.

Howell is active in the community, including having served as Chair of the Board of Directors and Executive Committee of the High Museum of Art, on the Governing Board of the Woodruff Arts Center, and on the Board of Trustees of the Forward

Arts Foundation.

Howell’s experience in board matters and the insurance industry and involvement at the executive level in various businesses is invaluable to the Board, and her numerous civic, social and academic associations provides

valuable insight for the Company and elevates the Company’s profile in the community.

Howell is the wife of Mr.

Howell and the daughter of Mrs.

Preisinger has been a Director of the Company since March 2016.

He is the Director of Corporate Governance for The Coca-Cola Company, a beverage company with

products sold in more than 200 countries and territories.

In this capacity, his responsibilities include coordinating engagement between the company and its institutional and retail shareholders.

He joined The Coca-Cola Company in 1984 and

has managed a variety of domestic and international assignments for the business.

Preisinger is an Emeritus member of the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware.

He is a past member of

the New York Stock Exchange Listed Company Advisory Board and the Board of Governors of the International Corporate Governance Network.

He is also a past Co-Chairman of the Council of Institutional Investors and he has been listed on the NACD

100 most influential people in the boardroom.

The Board believes Mr.

Preisinger’s significant experience and insight into executive and corporate governance matters greatly benefit the Board and complement its perspectives.

Scheerer has been a Director of the Company since December 2014.

Scheerer is the Chief Executive Officer of Stonybrook Capital & Risk Management, which

was founded in 2012 and is a global specialist investment banking firm focused on the insurance industry.

Scheerer is also a frequent speaker on the state of the insurance and reinsurance industries.

Scheerer currently serves on the

board of directors of AM Specialty Insurance Company and previously served on the board of directors of Irongate Reinsurance Company and Insurance Acquisition Corporation, of which he also served on the compensation committee.

He is also the

chairman of the investment and advisory committee of the Inter-Atlantic Stonybrook Insurance Technology fund.

Scheerer graduated from the University of Pennsylvania with a Bachelor of Arts in

Economics and International Relations.

His extensive knowledge of the insurance industry provides valuable insight and perspective to the Board and is also a benefit and resource for management.

Thompson has been a Director of the Company since February 1996.

He serves as Chairman of the Board for American Southern Insurance Company, a subsidiary of the

He had been the President and Chief Executive Officer of that company from 2004 to 2025;

prior thereto he had been the President and Chief Financial Officer of that company since 1984.

Thompson is a certified public accountant

and has been employed by American Southern for substantially his entire career.

His insights with respect to American Southern’s business model, its historical operations and the perspective on its niche products provide valuable insight to

the Board of Directors.

Keehln Wheeler has been a Director of the Company since June 2015.

He is the Founder and former Chief Executive Officer of MaxMedia, a digital media marketing and

branding agency based in Atlanta, Georgia which he founded in 1996.

Wheeler has founded, or was a member of the board of, a number of successful companies.

Wheeler’s prior board experience and his executive leadership and success in

various digital media marketing and branding experiences provide additional expanded perspectives to the Board of Directors.

Board Leadership and Structure, and Risk Oversight

The Company is a “controlled company” and has historically experienced limited turnover in its senior management and Board of Directors.

The Company maintains a board leadership structure under which our

President and Chief Executive Officer (“CEO”) also serves as the Chairman of the Board of Directors.

We believe that the Company, like many other publicly-traded and private companies, is well-served by this leadership structure.

person serve as both CEO and Chairman of the Board demonstrates for our employees, agents, suppliers, customers and other shareholders that our Company is under strong leadership, with a single person setting the tone and having primary

responsibility for managing our operations and guiding our strategic efforts.

We believe having a single leader for both the Company and the Board of Directors eliminates the potential for confusion or duplication of efforts, and provides

clear direction and leadership for our Company.

We believe that having one person serve as CEO and Chairman of the Board is appropriate and in the best interests of our Company and our shareholders at this time.

The Board has not formally designated a lead independent director and believes that as a result thereof, executive sessions of the Board, which are attended solely by independent directors, result in an open

and free flow of discussion of any and all matters that any director may believe relevant to the Company and/or its management.

The Company believes that its leadership structure appropriately allows all directors to effectively participate in the provision of risk oversight.

While the Board maintains oversight responsibility for the

management of the Company’s risks, it has delegated oversight responsibility for certain areas of potential exposure to the Audit Committee.

The Audit Committee oversees the accounting and financial reporting processes of the Company, as well

as legal and compliance matters and risk management.

The Audit Committee charter provides that the Audit Committee is responsible for overseeing the internal controls of the Company along with its adherence to compliance and regulatory

requirements.

The Audit Committee also reviews and approves all transactions with related parties.

On at least a quarterly basis, the Audit Committee receives a comprehensive report regarding the Company’s risk management activities.

the Audit Committee has been delegated primary responsibility for overseeing risk management, our entire Board of Directors is actively involved in overseeing this function for the Company.

The full Board also engages in periodic discussions

with the CEO, Chief Financial Officer (“CFO”), executive management of each of the Company’s operating subsidiaries and other corporate officers as the Board may deem appropriate or desirable.

In addition, the Stock Option and Compensation

Committee assists the Board in considering and evaluating potential risks that may arise through the implementation of our compensation programs and engages directly with all Board members, as and if necessary.

We do not believe our

compensation programs encourage unnecessary or excessive risk taking.

The Company believes that its leadership structure promotes effective Board oversight of risk management because the Board directly, and through its various committees, is regularly provided by management the

information necessary to appropriately monitor, evaluate and assess the Company’s overall risk management.

Pursuant to our bylaws (the “Bylaws”), any director who is an “independent director” under the listing standards of the Nasdaq Stock Market (the “Nasdaq Rules”) and not a member of the family of the controlling

shareholder of the Company shall offer to resign from the Board upon reaching age 72 and not be eligible to stand for reelection to the Board following such individual having reached age 72, absent a waiver from such requirement, which waiver

may only be granted by affirmative vote of the majority of the members of the Board, not including the affected member.

Committees of the Board of Directors

As a result of the level of beneficial ownership of our Common Stock by members of the Robinson and Howell families and their affiliates, the Company meets the definition of a “controlled company” as defined

pursuant to Rule 5615(c)(1) of the Nasdaq Rules.

Accordingly, the Company is exempt from certain requirements of the Nasdaq Rules, including the requirement that a majority of its Board of Directors be independent, as defined in such rules,

the requirement that director nominees be selected, or recommended for the board’s selection, by either a majority of the independent directors or a nominating committee comprised solely of independent directors, and certain requirements

relating to the determination of executive officer compensation.

Notwithstanding this, however, the Board of Directors has determined that the following individuals are independent pursuant to the Nasdaq Rules for purposes of serving as a

member of the Board of Directors:

Preisinger, Joseph M.

Scheerer and D.

Keehln Wheeler.

The Board of Directors of the Company has three standing committees:

the Executive Committee, the Stock Option and Compensation Committee and the Audit Committee.

The Executive Committee consists of Messrs.

Howell and Wheeler, and Mrs.

The Executive Committee’s function is to act in the place and stead of the Board of Directors to the extent permitted by law on

matters which require Board action between meetings of the Board of Directors.

The Stock Option and Compensation Committee consists of Messrs.

Wheeler, Scheerer and Preisinger (Chairman), who are each independent pursuant to the Nasdaq Rules.

The Stock Option and Compensation Committee’s

function is to establish the number of equity incentive awards to be granted to officers and key employees and the annual salaries and bonus amounts payable to executive officers of the Company.

The Stock Option and Compensation Committee met

one time during 2025.

Due to its status as a “controlled company” pursuant to Nasdaq Rules and the related historically low turnover among Board and Committee members, as well as among the Company’s executive officers, the Board has not

foreseen a need to adopt a written charter to govern the Stock Option and Compensation Committee’s functions or to engage a compensation consultant.

The committee maintains the sole authority to fulfill its responsibilities and has not

delegated any responsibilities except that the Committee may from time to time authorize one or more officers of the Company to designate employees (other than executive officers of the Company) to receive awards under the Company’s 2022

Equity and Incentive Compensation Plan (the “2022 Plan”) and to determine the size of such awards, subject to the limitations set forth in the 2022 Plan.

During the course of the committee’s decision process regarding compensation for the

executive officers, the committee may seek input from Mr.

Howell with respect to the performance of the other officers and other factors to consider in making compensation decisions.

The Audit Committee is currently composed of Messrs.

Wheeler (Chairman), Scheerer and Preisinger.

The Audit Committee oversees the Company’s (i) financial reports and other financial information;

of internal controls regarding finance, accounting, legal compliance and ethics;

and (iii) auditing, accounting and financial reporting processes.

The Board of Directors has determined that all members of the Audit Committee are independent for purposes of being an Audit Committee member, and financially literate, as such terms are defined in the Nasdaq

Rules and the rules of the SEC.

In addition, the Board of Directors has determined that Mr.

Scheerer is an “audit committee financial expert” as defined by the SEC in Item 407(d) of Regulation S-K.

In making such determination, the Board took

into consideration, among other things, the express provision in Item 407(d) of Regulation S-K that the determination that a person is an audit committee financial expert shall not impose any greater responsibility or liability on that person

than the responsibility and liability imposed on such person as a member of the Audit Committee, nor shall it affect the duties and obligations of other Audit Committee members or the Board of Directors.

The Audit Committee has a written

charter which sets out its authority and responsibilities, a copy of which is available on the Company’s website, www.atlam.com.

The Audit Committee met five times during 2025.

Due to its status as a controlled company pursuant to Nasdaq Rules and the related historically small turnover of its members, the Board has not historically foreseen the need to establish a separate nominating

committee or adopt a written charter to govern the director nomination process.

The Company’s controlling shareholder and the Board of Directors have generally addressed the need to retain members and fill vacancies after discussion among

current members, or the members of the Executive Committee, if necessary, in lieu of the full Board, and the Company’s management, with the input from the Company’s controlling shareholder.

The Board of Directors does not have any specific

qualifications that are required to be met by director candidates and does not have a formal process for identifying and evaluating director candidates.

Additionally, the Board of Directors does not have a formal policy with respect to the consideration of any director candidates recommended by shareholders and, for the foregoing reasons, has determined that it

is appropriate not to have such a formal policy at this time.

The Board of Directors, however, will give due consideration to director candidates recommended by shareholders.

Any shareholder that wishes to nominate a director candidate should

submit complete information as to the identity and qualifications of the director candidate to the Board of Directors, including all information that would be required to be disclosed about that person in a proxy statement relating to the

election of directors, at the address and in the manner set forth below for communication with the Board.

Executive sessions of the independent members of the Board of Directors are held as needed and determined by those Directors at the conclusion of each of the regular board meetings, but no less than annually at

the first regular Board meeting in each calendar year.

The Board of Directors met four times in 2025.

Each current Director attended all of the meetings of the Board and its committees of which he or she was a member during 2025.

The Company does not have a formal

policy regarding Director attendance at its annual meetings, but attendance by the Directors is encouraged and expected.

At the Company’s 2025 annual meeting of shareholders, all of the Company’s directors were in attendance.

Shareholders may communicate with members of the Board of Directors by mail addressed to the full Board of Directors, a specific member of the Board of Directors or a particular committee of the Board of

Directors, at Atlantic American Corporation, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the securities laws of the United States, the Company’s directors, executive officers, and any persons holding more than ten percent of any class of the Company’s equity securities registered pursuant to

the Exchange Act are required to file with the SEC initial reports of ownership and reports of changes of ownership of Common Stock of the Company, and to furnish the Company with copies of such reports.

To the Company’s knowledge, all such

filings were timely completed during the year ended December 31, 2025.

In making this determination, the Company has relied on written representations of its directors and executive officers and its receipt of copies of the reports that have

been filed with the SEC.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or any persons performing

similar functions, as well as its directors and other employees.

A copy of this Code of Business Conduct and Ethics has been filed as an exhibit to this annual report on Form 10-K.

Insider Trading Policy

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company directors, officers and employees.

The Company also follows procedures for the repurchase of its securities.

The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K.

Executive Compensation

2025 Summary Compensation Table

There is shown below information concerning the annual compensation for services in all capacities to the Company and its subsidiaries for the fiscal years ended December 31, 2025 and 2024 by the:

(i) Chairman,

President and Chief Executive Officer of the Company and (ii) the former Chief Financial Officer of the Company, who were the only executive officers of the Company during 2025 (together, the “named executive officers”):

Name and Principal Position

Chairman of the Board, President and CEO

Ross Franklin

Former Vice President, CFO and Secretary

(1) Discretionary bonuses awarded by the Stock Option and Compensation Committee.

Howell, does not include amounts he may be deemed to have received pursuant to certain related party transactions described below under “Certain Relationships and Related Person Transactions.”

(3) Includes fees paid in cash for serving as a director of the Company and subsidiaries of $134,000 (a portion of which would otherwise be reported in the “Fees Earned or Paid in Cash” column of the 2025 Director Compensation Table below) and

401(k) plan employer contributions of $31,500.

Franklin resigned from his positions with the Company effective May 27, 2026.

(5) Includes fees paid in cash for serving as a director of subsidiaries of $24,000 and 401(k) plan employer contributions of $37,599.

Additional Narrative Disclosure

Retirement Benefits

The Company offers a tax-qualified 401(k) plan to its employees, under which participating employees may contribute a portion of their eligible compensation into their plan accounts.

Each of the named executive

officers was eligible to participate in the 401(k) plan during fiscal 2026.

The Company makes matching contributions under the 401(k) plan equal to 35% of up to the first 6% of employee contributions, subject to tax-based limitations.

Severance and Change in Control Compensation

The Company does not have any arrangements in place with the named executive officers that provide for payments in connection with their termination of service or a change in control of the Company.

Timing of Option Awards

The Stock Option and Compensation Committee does not take material non-public information into account when determining the timing and terms of option awards, and the Company does not time the disclosure of material

non-public information for the purpose of affecting the value of such awards.

Outstanding Equity Awards at 2025 Fiscal Year-End

The named executive officers did not hold any outstanding equity awards as of December 31, 2025.

Ross Franklin

Recovery Analysis under

Clawback Policy

Company’s Compensation Clawback Policy (the “Clawback Policy”) provides that

the Company will recover excess incentive-based compensation paid to an

executive officer when such compensation was based in whole or in part on

financial results later subject to a restatement of the Company’s financial

The Clawback Policy specifies that following an accounting

restatement, the Company will recover reasonably promptly any compensation that

is granted, earned or vested based wholly or in part upon the attainment of a

financial reporting measure (the “Incentive-Based Compensation”) and which

exceeds the amount that would have been received under the restated financial

As further described in this Form 10-K, in

connection with the preparation of the Company’s consolidated financial

statements for the year ended December 31, 2025, management identified errors

relating to the recognition of due-premium receivables and related premium

revenue within the Company’s group whole life and group accident and health

Management concluded that the errors were not material, individually

or in the aggregate, to the Company’s previously issued consolidated financial

statements as of and for the year ended December 31, 2024.

Management further

concluded that correcting the cumulative errors entirely in the consolidated

statement of operations for the year ended December 31, 2025 would result in a

material misstatement of the Company’s 2025 results of operations.

the Company has revised the 2024 financial information presented in this Annual

Report on Form 10-K to reflect the correction of the errors in the appropriate

prior periods.

none of the compensation received by the Company’s executive officers during

the applicable recovery period was based on the attainment of a financial

reporting measure, the Company concluded that no recovery of Incentive-Based

Compensation was required under the Clawback Policy as a result of the

accounting restatement.

Compensation of Directors

During 2025, the Company’s policy was to pay all members of the Board of Directors $20,000 for each Board meeting attended, whether in person or telephonically, and $2,000 for each committee meeting attended, whether

in person or telephonically.

Beginning in 2026, the Company’s policy is to pay all members of the Board of Directors $25,000 for each Board meeting attended, and $2,000 for each committee meeting attended, in each case whether in person or

telephonically.

In addition, Directors were reimbursed for actual expenses incurred in connection with attending meetings of the Board and/or committees of the Board.

Pursuant to the Company’s 2022 Plan, Directors are eligible to receive stock

options to purchase shares of Common Stock and other equity awards.

No such awards were made in 2025.

The following table provides information about the compensation paid or granted for services as a director of the Company for the year ended December 31, 2025.

also served as a director of the Company during 2025.

not receive any stock awards for such service, but did receive cash fees for his attendance at Board meetings.

See the Summary Compensation Table for information on the total compensation paid to Mr.

Howell for all services provided to the

Company and its subsidiaries.

2025 Director Compensation

Compensations

Keehln Wheeler

(1) Does not include amounts that may be deemed received pursuant to certain related transactions and described below in “Certain Relationships and Related Person Transactions.”

Thompson, excludes compensation received as an employee of a subsidiary of the Company.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth ownership information regarding our outstanding equity securities as of October 1, 2026 by:

(i) each person who is known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock

of the Company;

(ii) each Director, which includes all Director nominees;

(iii) each executive officer named in the Summary Compensation Table;

and (iv) all of the Company’s Directors and executive officers as a group.

The address of each such

person and entities controlled by such person is:

c/o Atlantic American Corporation, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319.

As of October 1, 2026, the Company had 20,397,228 shares of Common Stock outstanding.

Series D Preferred Stock (1)

Name of Stockholder

Estate of Harriett J.

Keehln Wheeler

Ross Franklin

All directors and executive officers as a group (6 persons)

* Represents less than one percent.

(1) All shares of stock are owned “beneficially” as set forth in the rules of the SEC.

Under those rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote

or to direct the voting of such security, or “investment power,” which includes the power to dispose of, or to direct the disposition of, such security.

The person is also deemed to be a beneficial owner of any security of which that person has a

right to acquire beneficial ownership (such as by exercise of options) within 60 days.

Under such rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of

securities as to which he or she may disclaim any beneficial interest.

Except as indicated in other notes to this table, directors and executive officers possessed sole voting and investment power with respect to all shares of stock referred to

in the table.

Except upon the occurrence of certain events, shares of Series D preferred stock, par value $1.00 per share (the “Series D Preferred Stock”), are not entitled to any vote, whereas each share of Common Stock entitles its holder to

The shares of Series D Preferred Stock are not currently convertible, but may become convertible into shares of Common Stock under certain conditions.

(2) Includes:

8,047,048 shares of Common Stock held in trust for her children, with respect to which she serves as trustee;

919,721 shares of Common Stock held in trust for her grandchildren, with respect to which

she serves as trustee;

5,120,555 shares of Common Stock owned by Gulf Capital Services, LLLP;

and 55,000 shares of Series D Preferred Stock owned by Delta Life Insurance Company (“Delta Life”);

all of which entities are controlled by the estate of

(3) Includes:

318,046 shares held pursuant to the Company’s 401(k) Plan;

and 34,075 shares owned directly or indirectly by his wife, excluding shares held in a trust for her benefit over which she does not have

voting or dispositive power.

(4) Includes:

3,954,281 shares held in a trust for her benefit over which the estate of Harriett J.

Robinson serves as trustee;

and 2,175 shares held in an individual retirement account.

Does not include any shares

Howell (see note 3 above).

(5) See notes 2 through 4 above.

Equity Compensation Plan Information

The following table sets forth, as of December 31, 2024, the number of securities issuable upon exercise of outstanding options, warrants and rights, the weighted average

exercise price thereof and the number of securities remaining available for future issuance under the Company’s equity compensation plans:

The following table sets forth, as of December 31, 2025, the number of securities issuable upon exercise of outstanding options, warrants and rights, the weighted average exercise price thereof and

the number of securities remaining available for future issuance under the Company’s equity compensation plans:

Plan Category

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(1) All of the Company’s equity compensation plans have been approved by the Company’s shareholders.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or

controller, or any persons performing similar functions, as well as its directors and other employees.

A copy of this Code of Business Conduct and Ethics has been filed as an exhibit to this annual report on Form 10-K.

Certain Relationships and Related Transactions, and Director Independence

The Company currently leases space for its principal offices, as well as the principal offices of certain of its subsidiaries, from 4370 Peachtree LLC.

4370 Peachtree LLC is controlled by the estate of Harriett J.

Robinson, a greater than 5%

holder of the outstanding shares of Common Stock of the Company and a former member of our Board of Directors.

Under the terms of the lease, the Company pays annual rent of approximately $0.6 million, plus a pro rata share of all real estate

taxes, general maintenance and service expenses and insurance costs with respect to the office building and related facilities.

The lease does not have a set termination date, but is terminable by either party with at least twelve months advance

In 2025 and 2024, the Company paid approximately $1.4 million and $1.2 million, respectively, to 4370 Peachtree LLC under the terms of the lease.

In 2025 and 2024, Gray paid the Company approximately $2.1 million and $2.2 million, respectively, in insurance premiums related to certain voluntary employee benefits plans.

Howell is the executive chairman and

chief executive officer, and a director, and Mrs.

Howell is a director, of Gray.

The Company has outstanding 55,000 shares of its Series D Preferred Stock, all of which are owned by Delta Life.

Delta Life is controlled by the estate of Harriett J.

Robinson, a greater than 5% holder of the outstanding shares of Common Stock

of the Company and a former member of our Board of Directors.

In addition, Mr.

Howell and Mrs.

Howell are officers, directors and/or shareholders in Delta Life.

The outstanding shares of Series D Preferred Stock have a par value of $1 per share

and redemption value of $100 per share;

accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at the option of the Board of Directors of the Company) and are cumulative;

circumstances may be convertible into an aggregate of approximately 1,378,000 shares of Common Stock, subject to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares

of common stock without obtaining prior shareholder approval;

and are redeemable solely at the Company’s option.

The Series D Preferred Stock is not currently convertible.

The Company had accrued, but unpaid, dividends, on the Series D Preferred

Stock of $17,722 at December 31, 2025 and 2024.

During 2025 and 2024, the Company paid Series D Preferred Stock dividends of $0.4 million.

Information regarding the independence of the members of our Board of Directors is contained above under the heading “Item 10.

Directors, Executive Officers and Corporate Governance – Committees of the Board of

Principal Accountant Fees and Services

The Audit Committee is required by law and applicable Nasdaq Rules, as well as the Audit Committee Charter, to be directly responsible for the appointment, compensation and retention of the Company’s independent

registered public accounting firm.

The Audit Committee has appointed Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The Company has paid or expects to pay Forvis approximately $1,107,000, in the aggregate, for professional services it rendered for the audit of the Company’s consolidated financial statements and audits of subsidiary company statutory reports

for the fiscal year ended December 31, 2025 and the reviews of the interim financial statements included in our quarterly reports on Form 10-Q filed during the fiscal year ended December 31, 2025.

The Company paid Forvis approximately $682,000,

in the aggregate, for professional services it rendered for the audit of the Company’s consolidated financial statements and audits of subsidiary company statutory reports for the fiscal year ended December 31, 2024 and the reviews of the interim

financial statements included in our quarterly reports on Form 10-Q during the fiscal year ended December 31, 2024.

Audit-Related Fees

The Company has paid or expects to pay Forvis approximately $36,000 to audit the December 31, 2025 financial statements of The Atlantic American Corporation 401(k) Retirement Savings Plan (the “Plan”).

fiscal year ended December 31, 2025, the Company paid Forvis approximately $36,000 to audit the December 31, 2024 financial statements of the Plan.

During the fiscal year ended December 31, 2024, the Company paid Forvis approximately $32,400 for

the audit of the December 31, 2023 financial statements of the Plan.

There were no tax fees paid to Forvis in 2025 or 2024.

All Other Fees

Forvis did not provide any other category of products and services to the Company during the fiscal years ended December 31, 2025 or 2024 and, accordingly, no other fees were paid thereto in either 2025 or 2024.

The Audit Committee considers whether the provision of non-audit services by the Company’s independent registered public accounting firm is compatible with maintaining auditor independence.

All audit and non-audit

services to be performed by the Company’s independent registered public accounting firm must be, and for 2025 and 2024 were, approved in advance by the Audit Committee.

Pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval

Policy (the “Policy”) and as permitted by SEC rules, the Audit Committee may delegate pre-approval authority to any of its members, provided that any service approved in this manner is reported to the full Audit Committee at its next meeting.

The Policy provides for a general pre-approval of certain specifically enumerated services that are to be provided within specified fee levels.

With respect to requests to provide specifically enumerated services not

specifically pre-approved pursuant to such general grant, such requests must be submitted to the Audit Committee by both the independent registered public accounting firm and the CFO, and must include a joint statement as to whether, in their view,

the request is consistent with SEC rules on auditor independence.

Such requests must also be specific as to the nature of the proposed service, the proposed fee and any other details the Audit Committee may request.

Exhibits and Financial Statement Schedules

List of documents filed as part of this report:

(a) List of documents filed as part of this report:

Financial Statements:

6 unchanged sentences

Schedules other than those listed above are omitted as they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

omitted from schedules filed have been omitted because the information is not applicable.

Columns omitted from schedules

filed have been omitted because the information is not applicable.

Restated Articles of Incorporation of the registrant, as amended [incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-K for the year ended December 31, 2008].

Restated Bylaws of the registrant, as amended [incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed on March 4, 2016].

Description of the registrant’s common stock registered pursuant to section 12 of the Securities Exchange Act of 1934 [incorporated by reference to Exhibit 4.1 to the registrant’s Form

10-K filed on March 24, 2020].

Management Agreement, dated July 1, 1993, between the registrant and Atlantic American Life Insurance Company and Bankers Fidelity Life Insurance Company [incorporated by reference to

Exhibit 10.41 to the registrant’s Form 10-Q for the quarter ended September 30, 1993].

Tax Allocation Agreement, dated as of January 4, 2016, between the registrant and the registrant’s subsidiaries [incorporated by reference to Exhibit 10.02 to the registrant’s Form

10-K for the year ended December 31, 2017].

Description of the registrant’s common stock registered pursuant to section 12 of the Securities Exchange Act of 1934 [incorporated by reference to Exhibit 4.1 to the registrant’s Form 10-K filed on March 24,

Management Agreement, dated July 1, 1993, between the registrant and Atlantic American Life Insurance Company and Bankers Fidelity Life Insurance Company [incorporated by reference to Exhibit 10.41 to the

registrant’s Form 10-Q for the quarter ended September 30, 1993].

Tax Allocation Agreement, dated as of January 4, 2016, between the registrant and the registrant’s subsidiaries [incorporated by reference to Exhibit 10.02 to the registrant’s Form 10-K for the year ended

December 31, 2017].

Atlantic American Corporation 2012 Nonqualified Stock Purchase Plan [incorporated by reference to Exhibit 99.1 to the registrant’s Form S-8 (File No.

1 unchanged sentence

Atlantic American Corporation 2012 Equity Incentive Plan [incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q for the quarter ended March 31, 2013].

Lease Agreement, dated as of November 1, 2007, between Georgia Casualty & Surety Company, Bankers Fidelity Life Insurance Company, Atlantic American Corporation and Delta Life

Insurance Company [incorporated by reference to Exhibit 10.10 to the registrant’s Form 10-K for the year ended December 31, 2007].

First Amendment to Lease Agreement, dated as of March 31, 2008, between Georgia Casualty & Surety Company, Bankers Fidelity Life Insurance Company, Atlantic American Corporation

and Delta Life Insurance Company [incorporated by reference to Exhibit 10.2 to the registrant’s Form 10-Q for the quarter ended March 31, 2008].

Assignment and Assumption of Leases and Contracts, dated as of December 21, 2022, by and between Delta Life Insurance Company and 4370 Peachtree LLC [incorporated by reference to

Exhibit 10.07 to the registrant’s Form 10-K filed on June 30, 2023].

Revolving Credit Agreement, dated as of May 12, 2021, as amended by that certain First Amendment to Revolving Credit Agreement, dated as of March 22, 2024, by and between Atlantic

American Corporation and Truist Bank [incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on May 13, 2021].

Lease Agreement, dated as of November 1, 2007, between Georgia Casualty & Surety Company, Bankers Fidelity Life Insurance Company, Atlantic American Corporation and Delta Life Insurance Company

[incorporated by reference to Exhibit 10.10 to the registrant’s Form 10-K for the year ended December 31, 2007].

First Amendment to Lease Agreement, dated as of March 31, 2008, between Georgia Casualty & Surety Company, Bankers Fidelity Life Insurance Company, Atlantic American Corporation and Delta Life Insurance

Company [incorporated by reference to Exhibit 10.2 to the registrant’s Form 10-Q for the quarter ended March 31, 2008].

Assignment and Assumption of Leases and Contracts, dated as of December 21, 2022, by and between Delta Life Insurance Company and 4370 Peachtree LLC [incorporated by reference to Exhibit 10.07 to the

registrant’s Form 10-K filed on June 30, 2023].

Revolving Credit Agreement, dated as of May 12, 2021, as amended by that certain First Amendment to Revolving Credit Agreement, dated as of March 22, 2024, by and between Atlantic American Corporation and

Truist Bank [incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on May 13, 2021].

Atlantic American Corporation 2022 Equity and Incentive Compensation Plan [incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed on May 31, 2022].

1 unchanged sentence

[incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on December 30, 2024].

Second Amendment to Revolving

Credit Agreement, dated as of May 27, 2026, by and between Atlantic American

Corporation and Truist Bank

[incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed

on June 2, 2026].

Third Amendment to Revolving Credit Agreement, dated as of July 31, 2026, by and between Atlantic American Corporation and Truist Bank [incorporated by reference to Exhibit 10.1 to the registrant's Form 8-K

filed on August 5, 2026].

Code of Business Conduct and Ethics [incorporated by reference to Exhibit 14.1 to the registrant’s Form 10-K for the year ended December 31, 2003].

American Corporation Insider Trading Policy

Subsidiaries of the registrant [incorporated by reference to Exhibit 21.1 to the registrant’s Form 10-K for the year ended December 31, 2015].

Atlantic American Corporation Insider Trading Policy [incorporated by reference to Exhibit 19.1 to the registrant’s Form 10-K for the year ended December 31, 2024].

Subsidiaries of the registrant.

Consent of Forvis Mazars, LLP, Independent Registered Public Accounting Firm.

2 unchanged sentences

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Atlantic American Corporation Compensation Clawback Policy

Atlantic American Corporation Compensation Clawback Policy [incorporated by reference to the Exhibit 97.1 to the registrant’s Form 10-K for the year ended December 31, 2024].

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

9 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

ATLANTIC AMERICAN CORPORATION

Ross Franklin

Vice President and Chief Financial Officer

March 25, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the

capacities and on the dates indicated.

/s/ Nickeesha Bates

Nickeesha Bates

Vice President, Corporate Controller, Corporate

Accounting/Finance

October 16, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/ Hilton H.

1 unchanged sentence

(Principal Executive Officer)

March 25, 2025

Ross Franklin

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

March 25, 2025

ROSS FRANKLIN

March 25, 2025

October 1 6 , 2026

/s/ Nickeesha Bates

Vice President, Corporate Controller, Corporate Accounting/Finance

(Acting Principal Financial and Accounting Officer)

October 16, 2026

NICKEESHA BATES

October 16, 2026

/s/ Joseph M.

March 25, 2025

October 16, 2026

Keehln Wheeler

March 25, 2025

October 16, 2026

KEEHLN WHEELER

31 unchanged sentences

Equity in undistributed earnings of subsidiaries, net

Under the terms of a tax-sharing agreement, income tax provisions for the subsidiary companies are computed on a separate company

Net income (loss)

(1) Under the terms of a tax-sharing agreement, income tax provisions for the subsidiary companies are computed on a separate company basis.

Accordingly, the Company’s income tax benefit results from the utilization of the Parent’s separate return loss to reduce the consolidated taxable income of the Company.

7 unchanged sentences

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Unrealized losses on equity securities, net

Net income (loss)

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Unrealized (gains) losses on equity securities, net

Depreciation and amortization

Compensation expense related to share awards

Loss from equity method investees

Equity in undistributed earnings of subsidiaries, net

Decrease (increase) in intercompany taxes

Deferred income tax benefit

(Deficit) equity in undistributed earnings of consolidated subsidiaries

(Increase) decrease in intercompany taxes

Deferred income tax (benefit) expense

(Increase) decrease in accounts payable and accrued expenses

Net cash provided by (used in) operating activities

Net cash (used in) provided by operating activities

Cash flows from investing activities:

4 unchanged sentences

Payment of dividends on common stock

Proceeds from shares issued under stock plans

Proceeds from revolving credit facility, net

6 unchanged sentences

Cash paid for interest

Cash paid for income taxes

Cash paid for federal income taxes

Cash paid for state income taxes

Intercompany tax settlement from subsidiaries

7 unchanged sentences

American Southern

December 31, 2023 :

December 31, 2024 (Restated):

Bankers Fidelity

American Southern

Includes future policy benefits of $ 98,464

and losses and claims of $ 93,707 .

Includes future policy benefits of $ 92,495

and losses and claims of $ 87,478 .

(1) Includes future policy benefits of $ 84,719 and losses and claims of $ 113,836 .

(2) Includes future policy benefits of $ 76,881 and losses and claims of $ 93,707 .

See accompanying report of independent registered public accounting firm.

6 unchanged sentences

Corporate & other

December 31, 2023 :

December 31, 2024 (Restated):

Bankers Fidelity

4 unchanged sentences

REINSURANCE INFORMATION

(Dollars in thousands)

(In thousands)

Year Ended December 31, 2025:

3 unchanged sentences

Total premiums

Year ended December 31, 2023 :

Year Ended December 31, 2024 (Restated):

Life insurance in force

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures