What changed in this filing

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Item 9A. Controls and Procedures

2025-03-10 compared with 2024-03-06 · 93 added, 71 removed, 212 unchanged (44% of the section changed)

16 unchanged sentences

Changes in Internal Control over Financial Reporting

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

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.

Prior to the implementation of the new systems, we identified and designed new internal controls that we incorporated into our internal

controls over financial reporting.

Following the implementation, we validated these new controls according to our established processes.

We did not implement these changes in internal controls to respond to any actual or perceived significant

deficiencies in our internal control over financial reporting.

There were no changes to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of 2024 that have

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

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.

During the three months ended December 31, 2024, 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.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.

Not applicable.

Report of Independent Registered Public Accounting Firm

8 unchanged sentences

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and December 31,

2022, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III

(collectively, the consolidated financial statements), and our report dated March 6, 2024 expressed an unqualified opinion on those consolidated financial statements.

2023, the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement

schedules III (collectively, the consolidated financial statements), and our report dated March 10, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

2 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.

5 unchanged sentences

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 18, 2024, or our Proxy Statement.

we will file with the SEC on or about March 17, 2025 relating to our annual meeting of stockholders that we will hold on April 17, 2025, 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, 2024 and 2023

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,

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, 2024,

2023 and 2022

Consolidated Statements of Stockholders’ Equity for each of the years in the three-year period ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2024, 2023 and 2022

13 unchanged sentences

Management Contracts and Compensatory Plans or Arrangements

Donegal Group Inc.

2013 Equity Incentive Plan for Employees.

Donegal Group Inc.

2013 Equity Incentive Plan for Directors.

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.

and Jeffrey D.

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

and Our Executive Officers

Other Than Kevin G.

Burke and Jeffrey D.

17 unchanged sentences

Donegal Group Inc.

2019 Equity Incentive Plan for Employees.

Donegal Group Inc.

2019 Equity Incentive Plan for Directors.

Donegal Group Inc.

2020 Long-Term Executive Incentive Plan.

Donegal Group Inc.

Cash Incentive Bonus Plan for 2021.

Donegal Group Inc.

2021 Employee Stock Purchase Plan.

5 unchanged sentences

Cash Incentive Bonus Plan for 2024.

Filed herewith

Donegal Group Inc.

2023 Long-Term Executive Incentive Plan.

Donegal Group Inc.

2024 Equity Incentive Plan for Employees.

Donegal Group Inc.

2024 Equity Incentive Plan for Directors.

Donegal Group Inc.

Incentive Bonus Plan for 2025.

Filed herewith

Other Material Contracts

Amended and Restated Proportional Reinsurance Agreement dated March 1, 2010 between Donegal Mutual Insurance

Company and Atlantic States Insurance Company.

Amended and Restated Tax Sharing Agreement dated December 1, 2010 among Donegal Group Inc., Atlantic States

Insurance Company, Southern Insurance Company of Virginia, Le Mars Insurance Company, The Peninsula Insurance Company, Peninsula Indemnity Company and Michigan Insurance Company.

Amended and Restated Services Allocation Agreement dated September 1, 2021 among Donegal Mutual Insurance

Company, Donegal Group Inc., Atlantic States Insurance Company, Southern Insurance Company of Virginia, The Peninsula Insurance Company, Peninsula Indemnity Company and Michigan Insurance Company.

Quota-share Reinsurance Agreement dated December 1, 2010 between Donegal Mutual Insurance Company and Michigan

Amended and Restated Proportional Reinsurance Agreement dated March 1, 2010 between Donegal Mutual Insurance Company and Atlantic States

Insurance Company.

Donegal Group Inc.

2021 Agency Stock Purchase Plan.

Amended and Restated Tax Sharing Agreement dated December 1, 2010 among Donegal Group Inc., Atlantic States Insurance Company, Southern

Insurance Company of Virginia, Le Mars Insurance Company, The Peninsula Insurance Company, Peninsula Indemnity Company and Michigan Insurance Company.

Amended and Restated Services Allocation Agreement dated September 1, 2021 among Donegal Mutual Insurance Company, Donegal Group Inc., Atlantic

States Insurance Company, Southern Insurance Company of Virginia, The Peninsula Insurance Company, Peninsula Indemnity Company and Michigan Insurance Company.

Quota-share Reinsurance Agreement dated December 1, 2010 between Donegal Mutual Insurance Company and Michigan Insurance Company.

Discretionary Loan Agreement between Donegal Group Inc.

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.

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.

Donegal Group Inc.

2024 Agency Stock Purchase Plan.

Code of Business Conduct and Ethics.

Insider Trading Policy.

Filed herewith

Subsidiaries of Registrant.

Filed herewith

Report and Consent of Independent Registered Public Accounting Firm.

Report and Consent of

Independent Registered Public Accounting Firm.

Filed herewith

Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer.

Rule 13a-14(a)/15(d)-14(a)

Certification of Chief Executive Officer.

Filed herewith

Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer.

Rule 13a-14(a)/15(d)-14(a)

Certification of Chief Financial Officer.

Filed herewith

Section 1350 Certification of Chief Executive Officer.

Certification of Chief Executive Officer.

Filed herewith

Section 1350 Certification of Chief Financial Officer.

Certification of Chief Financial Officer.

Filed herewith

1 unchanged sentence

Incentive Compensation Recoupment Policy.

Filed herewith

Exhibit 101.INS

17 unchanged sentences

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 1999.

https://www.sec.gov/Archives/edgar/data/800457/000095011500000431/0000950115-00-000431.txt

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2001.

Amendment 2 - https://www.sec.gov/Archives/edgar/data/800457/000095015402000112/dgi-ex10i_53044.txt

Amendment 3 - https://www.sec.gov/Archives/edgar/data/800457/000095015402000112/dgi-ex10j_53044.txt

Amendment 4 - https://www.sec.gov/Archives/edgar/data/800457/000095015402000112/dgi-ex10k_53044.txt

Amendment 5 - https://www.sec.gov/Archives/edgar/data/800457/000095015402000112/dgi-ex10l_53044.txt

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2002.

Amendment 6 - https://www.sec.gov/Archives/edgar/data/800457/000113542803000197/ex-10l.txt

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2003.

https://www.sec.gov/Archives/edgar/data/800457/000089322004000561/w95544exv14.txt

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2009.

https://www.sec.gov/Archives/edgar/data/800457/000095012310023520/w77589exv10wjj.htm

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2010.

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 8-K Report dated April 22, 2013.

We incorporate such exhibit by reference to the copy of such plan in Registrant’s definitive proxy statement for its Annual Meeting of Stockholders held on April 16, 2015 filed on March 16, 2015.

https://www.sec.gov/Archives/edgar/data/800457/000095012311025153/w81976exv10wnn.htm

https://www.sec.gov/Archives/edgar/data/800457/000095012311025153/w81976exv10wpp.htm

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-Q Report for the quarter ended June 30, 2019.

We incorporate such exhibit by reference to the copy of such plan in Registrant’s definitive proxy statement for its Annual Meeting of Stockholders held on April 18, 2019 filed on March 18, 2019.

https://www.sec.gov/Archives/edgar/data/800457/000119312519216557/d718901dex31.htm

We incorporate such exhibit by reference to the copy of such plan in Registrant’s definitive proxy statement for its Annual Meeting of Stockholders held on

April 18, 2019 filed on March 18, 2019.

https://www.sec.gov/Archives/edgar/data/800457/000119312519078249/d630272ddef14a.htm

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2019.

https://www.sec.gov/Archives/edgar/data/800457/000119312520065229/d828895dex1024.htm

We incorporate such exhibit by reference to the like-described exhibit in Registrant's Form 8-K Report dated October 1, 2020.

https://www.sec.gov/Archives/edgar/data/800457/000119312520260880/d939405dex101.htm

https://www.sec.gov/Archives/edgar/data/800457/000119312520260880/d939405dex102.htm

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2020.

We incorporate such exhibit by reference to the copy of such plan in Registrant’s definitive proxy statement for its Annual Meeting of Stockholders held on April 15, 2021 filed on March 15, 2021.

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form S-3 Registration Statement filed on September 30, 2021.

https://www.sec.gov/Archives/edgar/data/800457/000119312521071327/d76653dex41.htm

https://www.sec.gov/Archives/edgar/data/800457/000119312521071327/d76653dex1031.htm

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2021.

https://www.sec.gov/Archives/edgar/data/800457/000114036122008115/brhc10034696_ex10-26.htm

https://www.sec.gov/Archives/edgar/data/800457/000114036122008115/brhc10034696_ex10-23.htm

We incorporate such exhibit by reference to the copy of such plan in Registrant’s definitive proxy statement for its Annual Meeting of Stockholders held on

April 15, 2021 filed on March 15, 2021.

https://www.sec.gov/Archives/edgar/data/800457/000119312521080891/d89671ddef14a.htm

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 8-K Report dated July 22, 2022.

https://www.sec.gov/Archives/edgar/data/800457/000114036122026675/brhc10039889_ex3-2.htm

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

https://www.sec.gov/Archives/edgar/data/800457/000114036122029014/brhc10040619_ex3-1.htm

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.

https://www.sec.gov/Archives/edgar/data/800457/000114036123010291/brhc10049169_ex10-5.htm

https://www.sec.gov/Archives/edgar/data/800457/000114036123010291/brhc10049169_ex10-22.htm

https://www.sec.gov/Archives/edgar/data/800457/000114036123010291/brhc10049169_ex10-23.htm

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.

https://www.sec.gov/Archives/edgar/data/800457/000114036123038058/brhc20056480_ex10-1.htm

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2023.

https://www.sec.gov/Archives/edgar/data/800457/000114036124011762/ef20015339_ex10-22.htm

https://www.sec.gov/Archives/edgar/data/800457/000114036124011762/ef20015339_ex97-1.htm

We incorporate such exhibit by reference to the copy of such plan in Registrant’s definitive proxy statement for its Annual Meeting of Stockholders held on

April 18, 2024 filed on March 15, 2024.

https://www.sec.gov/ix?doc=/Archives/edgar/data/800457/000114036124013410/ny20016701x1_def14a.htm

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s For S-3 Registration Statement filed on August 30, 2024.

https://www.sec.gov/Archives/edgar/data/800457/000114036124039644/ny20035108x1_s3.htm

Form 10-K Summary.

24 unchanged sentences

DONEGAL GROUP INC.

Burke, President and Chief Executive

Burke, President and Chief Executive Officer

March 10, 2025

18 unchanged sentences

Trezevant Moore, Jr.

/s/ Annette B.

/s/ Britta H.

March 10, 2025

/s/ Richard D.

/s/ Annette B.

March 10, 2025

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