What changed in this filing

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Item 9A. Controls and Procedures

2024-03-06 compared with 2023-03-06 · 44 added, 29 removed, 239 unchanged (23% of the section changed)

10 unchanged sentences

Under the supervision and with the

participation of our Chief Executive Officer and our Chief Financial Officer, our management has conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO

Based on our evaluation under the COSO Framework, our management has concluded that our internal control over financial reporting was effective at December 31, 2022.

Based on our evaluation under the COSO Framework, our

management has concluded that our internal control over financial reporting was effective at December 31, 2023.

The effectiveness of our internal control over financial reporting at December 31, 2023 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report, which is included in this

2 unchanged sentences

Donegal Mutual implemented a new application system that Donegal Mutual and our insurance subsidiaries began to utilize during 2021 for the allocation of expenses and, beginning in 2022, for reinsurance premiums and

The new application system provides for further automation of, and enhanced internal controls over these processes.

The implementation of the new system is part of a multi-year accounting systems and process modernization initiative

Donegal Mutual is implementing to achieve various benefits for Donegal Mutual and our insurance subsidiaries, including streamlined financial reporting workflows and a more efficient control environment.

Donegal Mutual and our insurance subsidiaries expanded the utilization of this application system in 2023 to include the preparation of financial statements based on statutory accounting principles, or SAP, that state insurance

regulators prescribe or permit.

The SAP financial statements of our insurance subsidiaries serve as the starting point for our financial statements prepared using GAAP.

The new application system provides for further automation of, and enhanced

internal controls over, these processes.

The implementation of the new system is part of a multi-year accounting systems and process modernization initiative Donegal Mutual is implementing to achieve various benefits for Donegal Mutual and our

insurance subsidiaries, including streamlined financial reporting workflows and a more efficient control environment.

Such changes resulted in changes to procedures related to our financial reporting.

5 unchanged sentences

Other Information.

Trading Arrangements of Directors and Executive Officers

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement,” as each term is defined in item 408(a) of Regulation S-K.

Report of Independent Registered Public Accounting Firm

14 unchanged sentences

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered

with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of internal control based on the assessed risk.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial

reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a

reasonable basis for our opinion.

We believe that our audit provides

a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

8 unchanged sentences

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

Also, projections of any evaluation of effectiveness to 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.

Also, projections of any evaluation of effectiveness to 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.

Philadelphia, Pennsylvania

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

Other than the information we provide below and the information regarding executive officers included in Part I of this Form 10-K Report, we incorporate the response to this Item 10 by reference to our proxy statement

we will file with the SEC on or about March 17, 2023 relating to our annual meeting of stockholders that we will hold on April 20, 2023, or our Proxy Statement.

will file with the SEC on or about March 17, 2023 relating to our annual meeting of stockholders that we will hold on April 18, 2024, or our Proxy Statement.

We incorporate the full text of our Code of Business Conduct and Ethics by reference to Exhibit 14 to this Form 10-K Report.

1 unchanged sentence

We incorporate the response to this Item 11 by reference to our Proxy Statement.

Neither the Report of our Compensation Committee nor the Report of our Audit Committee included in our Proxy Statement shall constitute

or be deemed to constitute a filing with the SEC under the Securities Act or the Exchange Act or be deemed to have been incorporated by reference into any filing we make under the Securities Act or the Exchange Act, except to the extent we

specifically incorporate the Report of Our Compensation Committee or the Report of Our Audit Committee by reference.

Neither the Report of our Compensation Committee nor the Report of our Audit Committee included in our Proxy Statement shall constitute or

be deemed to constitute a filing with the SEC under the Securities Act or the Exchange Act or be deemed to have been incorporated by reference into any filing we make under the Securities Act or the Exchange Act, except to the extent we specifically

incorporate the Report of Our Compensation Committee or the Report of Our Audit Committee by reference.

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

11 unchanged sentences

Consolidated Balance Sheets at December 31, 2023 and 2022

Consolidated Statements of Income and Comprehensive Income for each of the years in the three-year period ended December 31, 2022, 2021

Consolidated Statements of Stockholders’ Equity for each of the years in the three-year period ended December 31, 2022, 2021 and 2020

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for each of the years in the three-year period

ended December 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders’ Equity for each of the years in the three-year period ended December 31, 2023,

2022 and 2021

Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2023, 2022 and 2021

19 unchanged sentences

Employment Agreement dated as of October 1, 2020 among Donegal Mutual Insurance Company, Donegal Group Inc.

Form of Employment Agreement dated as of October 1, 2020 among Donegal Mutual

Insurance Company, Donegal Group Inc.

Form of Employment Agreement dated as of October 1, 2020 among Donegal Mutual Insurance Company, Donegal Group

and Our Executive Officers Other Than Kevin G.

Burke and Jeffrey D.

Filed herewith

Donegal Mutual Insurance Company 401(k) Plan.

20 unchanged sentences

Donegal Group Inc.

Cash Incentive Bonus Plan for 2020.

Donegal Group Inc.

2020 Long-Term Executive Incentive Plan.

7 unchanged sentences

Cash Incentive Bonus Plan for 2023.

Donegal Group Inc.

Cash Incentive Bonus Plan for 2024.

Filed herewith

1 unchanged sentence

2023 Long-Term Executive Incentive Plan.

Filed herewith

Other Material Contracts

11 unchanged sentences

and M&T Bank dated August 1, 2020.

Amendment to Discretionary Loan Agreement

between Donegal Group Inc.

and M&T Bank dated September 24, 2021 - terms effective as of June 30, 2023 benchmark transition event.

Code of Business Conduct and Ethics.

11 unchanged sentences

Filed herewith

Donegal Group Inc.

Incentive Compensation Recoupment Policy.

Filed herewith

Exhibit 101.INS

34 unchanged sentences

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 8-K Report dated August 10, 2022.

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2022.

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-Q Report for the quarter ended June 30, 2023.

Form 10-K Summary.

24 unchanged sentences

DONEGAL GROUP INC.

Burke, President and Chief Executive Officer

Burke, President and Chief Executive

March 6, 2024

23 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