Unum Group

(Former name or former address, if changed since last report)

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Item 1.01 Entry into a Material Definitive Agreement.

On February 26, 2025, Unum Life Insurance Company of America (the “Ceding Company”), a Maine-domiciled insurance company and a wholly-owned subsidiary of Unum Group (“Unum”), entered into a Master Transaction Agreement (the “Agreement”) with Fortitude Reinsurance Company Ltd. (the “Reinsurer”), a reinsurance company organized under the laws of Bermuda, pursuant to which, among other things, on the terms and subject to the conditions set forth in Agreement, the Reinsurer has agreed to reinsure from the Ceding Company (i) a portion of the closed block individual long-term care business written by the Ceding Company (such portion, the “LTC Business”) and (ii) a portion of the individual disability business (such portion, the “IDI Business” and together with the LTC Business, the “Reinsured Business”) written by Provident Life and Accident Insurance Company, a Tennessee-domiciled insurance company and wholly-owned subsidiary of Unum (“PLA”). To facilitate the transactions contemplated by the Agreement, the Ceding Company will first (a) recapture the LTC Business from Fairwind Insurance Company, a wholly-owned subsidiary of Unum and a Vermont captive insurance company (“Fairwind”), pursuant to a partial recapture agreement (the “Partial Recapture Agreement”) and (b) reinsure from PLA a 25 percent quota share of the IDI Business, subject to certain specified exclusions, pursuant to an intercompany reinsurance agreement (the “PLA Intercompany Reinsurance Agreement”), in each case with effect as of January 1, 2025 (the “Effective Date”). The Reinsurer intends to retrocede a portion of the risk reinsured from the Ceding Company to a third-party global reinsurance partner (the “Retrocessionaire”) pursuant to a retrocession agreement (the “Retrocession Agreement”). The Reinsurer’s and Retrocessionaire’s execution of the Retrocession Agreement is a condition to the closing of the transactions contemplated by the Agreement (the “Closing”), but the Ceding Company will not be a party to such agreement.

The Closing is expected to occur during 2025, subject to the satisfaction or waiver of customary closing conditions specified in the Agreement, including the receipt of required regulatory approvals for, and the Ceding Company’s entry into, the Partial Recapture Agreement and the PLA Intercompany Reinsurance Agreement, and the Reinsurer’s and Retrocessionaire’s execution of the Retrocession Agreement. The Agreement may be terminated if the Closing has not occurred on or before the date that is six months after the execution thereof.

At the Closing, the Ceding Company, the Reinsurer and, for certain limited purposes, the Retrocessionaire will enter into a Coinsurance Agreement (the “Coinsurance Agreement”), whereby, effective as of the Effective Date, the Ceding Company will cede to the Reinsurer, and the Reinsurer will reinsure, on a coinsurance basis, (i) a 100% quota share of the LTC Business, representing $3.4 billion of the Ceding Company’s long-term care statutory reserves, and (ii) a 100% quota share of the IDI Business reinsured by the Ceding Company pursuant to the PLA Intercompany Reinsurance Agreement, representing approximately $120 million of PLA’s in-force premium. In connection with such reinsurance, the Agreement provides that, on the Closing Date, the Ceding Company will transfer to the Reinsurer a pre-agreed portfolio of assets (the “Initial Portfolio”) and cash with a fair market value equal to the initial reinsurance premium based on statutory reserves, plus certain net cash flows with respect to the Reinsured Business between the Effective Date and the Closing Date, plus, as consideration for such reinsurance, a pre-tax ceding commission of approximately $430 million. Among other things, the Coinsurance Agreement provides for the Ceding Company to retain responsibility for administration and servicing of the Reinsured Policies, and for the Reinsurer to pay to the Ceding Company an experience refund based on premium rate increases.

The Agreement contains customary representations and warranties, as well as customary covenants of each of the parties. Such representations and warranties are the product of negotiation between the Ceding Company and the Reinsurer and are for the sole benefit of such parties and, in certain cases, the Retrocessionaire. In some instances, the representations and warranties in the Agreement may represent an allocation among the parties of risk associated with particular matters. The Reinsurer has agreed to indemnify the Ceding Company and its respective affiliates, and the Ceding Company has agreed to indemnify the Reinsurer, the Retrocessionaire and their respective affiliates, with respect to certain losses resulting from breaches of its respective representations, warranties and covenants, subject to agreed limits in the case of losses relating to representations and warranties.

Assuming the transaction is consummated, including receipt of all regulatory approvals, Unum expects an overall capital benefit from the release of required capital and the realization of tax benefits and the present value of future premium rate increases, partially offset by the ceding commission.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.

Item 7.01 Regulation FD Disclosure.

On February 27, 2025, Unum issued a news release announcing entry into the Agreement and the transactions contemplated thereby. The news release, a copy of which is furnished herewith as Exhibit 99.1, also announced that members of senior management of Unum will host a conference call today at 8:00 a.m. ET on Thursday, February 27, 2025, to discuss the reinsurance transaction. The conference call will be simulcast via audio webcast and accompanied by a slide presentation with additional information concerning the transaction, a copy of which is furnished herewith as Exhibit 99.2. The conference call webcast and slide presentation are accessible on Unum’s investor relations website at www.investors.unum.com.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 of this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference into any of Unum’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.