DONEGAL GROUP INC 10-Q

Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, at March 31, 2023, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information we are required to disclose in the reports that we file or submit under the Exchange Act, and our disclosure controls and procedures were also effective to ensure that information we disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to affect materially, our internal control over financial reporting. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 We base all statements contained in this Quarterly Report on Form 10-Q that are not historic facts on our current expectations. Such statements are forward-looking in nature (as defined in the Private Securities Litigation Reform Act of 1995) and necessarily involve risks and uncertainties. Forward-looking statements we make may be identified by our use of words such as “will,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “seek,” “estimate” and similar expressions. Our actual results could vary materially from our forward-looking statements. The factors that could cause our actual results to vary materially from the forward-looking statements we have previously made include, but are not limited to, adverse litigation and other trends that could increase our loss costs (including labor shortages and escalating medical, automobile and property repair costs), adverse and catastrophic weather events (including from changing climate conditions), our ability to maintain profitable operations (including our ability to underwrite risks effectively and charge adequate premium rates), prolonged economic challenges resulting from the COVID-19 pandemic, the adequacy of the loss and loss expense reserves of our insurance subsidiaries, the availability and successful operation of the information technology systems our insurance subsidiaries utilize, the successful development of new information technology systems to allow our insurance subsidiaries to compete effectively, business and economic conditions in the areas in which we and our insurance subsidiaries operate, interest rates, competition from various insurance and other financial businesses, terrorism, the availability and cost of reinsurance, legal and judicial developments (including those related to COVID-19 business interruption coverage exclusions), changes in regulatory requirements, our ability to attract and retain independent insurance agents, changes in our A.M. Best rating and the other risks that we describe from time to time in our filings with the Securities and Exchange Commission. We disclaim any obligation to update such statements or to announce publicly the results of any revisions that we may make to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. 29 Index Part II. Other Information Item 1. Legal Proceedings. None. Item 1A. Risk Factors. Our business, results of operations and financial condition, and, therefore, the value of our Class A common stock and our Class B common stock, are subject to a number of risks. For a description of certain risks, we refer to “Risk Factors” in our 2022 Annual Report on Form 10-K that we filed with the SEC on March 6, 2023. There have been no material changes in the risk factors we disclosed in that Form 10-K Report during the three months ended March 31, 2023. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Period (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs Month #1 January 1-31, 2023 Class A – None Class B – None Class A – None Class B – None Class A – None Class B – None Month #2 February 1-28, 2023 Class A – None Class B – None Class A – None Class B – None Class A – None Class B – None Month #3 March 1-31, 2023 Class A – 95,000 Class B – None Class A – $15.37 Class B – None Class A – 95,000 Class B – None (1) Total Class A – 95,000 Class B – None Class A – $15.37 Class B – None Class A – 95,000 Class B – None (1) Donegal Mutual purchased these shares pursuant to its announcement on April 29, 2022 that it will, at its discretion, purchase shares of our Class A common stock and Class B common stock at market prices prevailing from time to time in the open market subject to the provisions of SEC Rule 10b-18 and in privately negotiated transactions. Such announcement did not stipulate a maximum number of shares that may be purchased under this program. 30 Index Item 3. Defaults upon Senior Securities. None. Item 4. Mine Safety Disclosure. Not Applicable. Item 5. Other Information. None. 31 Index Item 6. Exhibits. Exhibit No. Description Exhibit 31.1 Certification of Chief Executive Officer Filed herewith Exhibit 31.2 Certification of Chief Financial Officer Filed herewith Exhibit 32.1 Statement of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 of Title 18 of the United States Code Filed herewith Exhibit 32.2 Statement of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 of Title 18 of the United States Code Filed herewith Exhibit 101.INS XBRL Instance Document Filed herewith Exhibit 101.SCH XBRL Taxonomy Extension Schema Document Filed herewith Exhibit 101.PRE XBRL Taxonomy Presentation Linkbase Document Filed herewith Exhibit 101.CAL XBRL Taxonomy Calculation Linkbase Document Filed herewith Exhibit 101.LAB XBRL Taxonomy Label Linkbase Document Filed herewith Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith Exhibit 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith 32 Index 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, thereunto duly authorized. DONEGAL GROUP INC. May 5, 2023 By: /s/ Kevin G. Burke Kevin G. Burke, President and Chief Executive Officer May 5, 2023 By: /s/ Jeffrey D. Miller Jeffrey D. Miller, Executive Vice President and Chief Financial Officer 33