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UNITED FIRE GROUP INC

For the period ended May 21, 2025. Filed Apr 8, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2025 · Filed Apr 8, 2025

Use the contents to explore the available documents and sections.

UFCS$47.73+0.8%Stored close · as of Nov 6, 2026
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Contents

Cover page

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

(Name of registrant as specified in its charter)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 8, 2025

Dear Fellow Shareholder:

I am pleased to invite you to join us at United Fire Group, Inc.’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”). This year’s meeting will be held in virtual meeting format only via live audio webcast. You will be able to attend the Annual Meeting, submit questions and vote online during the Annual Meeting by logging on to www.meetnow.global/MA5DAKF using your 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on your Proxy Card.

The meeting will take place on Wednesday, May 21, 2025, at 10:00 a.m. Central Time. At this year’s meeting, you will be asked to vote on the following proposals:

ProposalsRecommended Vote
1Election of three Class B Directors identified in the proxy statement.FOR
2Ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.FOR
3Approval, on an advisory basis, of the compensation of the Company’s named executive officers.FOR

Management will also report on United Fire Group, Inc.’s business and shareholders will have an opportunity to ask questions of management and Ernst & Young LLP.

Attached you will find a notice of the Annual Meeting and a Proxy Statement that contains additional information about the meeting and explains the methods you can use to vote your proxy, including by telephone and over the Internet.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to sign your proxy card and return it in the enclosed postage-paid envelope or vote by telephone or Internet prior to the meeting. This ensures that your shares of United Fire Group, Inc.’s Common Stock will be represented and voted at the meeting, even if you cannot attend.

Chairperson of the Board of Directors

Notice of 2025 Annual Meeting of Shareholders of United Fire Group, Inc.

Date and time: Wednesday, May 21, 2025, at 10:00 a.m. Central Time.

Place: Virtually via live audio webcast. Shareholders will be able to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”), submit questions and vote online by logging on to www.meetnow.global/MA5DAKF at the Annual Meeting date and time using their 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on the proxy card.

Items of business: At the Annual Meeting, we will ask shareholders to:

  1. Elect three Class B Directors identified in the attached proxy statement for three-year terms expiring in 2028.

  2. Ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.

  3. Approve, on an advisory basis, the compensation of our named executive officers.

  4. Vote upon such other matters as may properly come before the meeting or at any adjournment or postponement thereof.

Who can vote: You can vote if you were a shareholder of record on March 24, 2025.

On or about April 8, 2025, we will begin mailing to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our Annual Meeting.

The Board of Directors recommends that shareholders vote FOR the election of each director nominee named in Proposal 1 of the Proxy Statement and FOR Proposals 2 and 3.

By Order of the Board of Directors,

Sarah E. Madsen, Senior Vice President, Chief Legal Officer & Corporate Secretary

Dated April 8, 2025, at Cedar Rapids, Iowa

Your vote is important. Instructions on how to vote are contained in this Proxy Statement and in the Notice Regarding the Availability of Proxy Materials. Please cast your vote by telephone or over the Internet as described in those materials. Alternatively, if you requested a copy of the proxy/voting instruction card by mail, you may mark, sign, date and return the proxy/voting instruction card in the envelope provided.

Table of Contents

ANNUAL MEETING OF SHAREHOLDERS2
Questions and Answers About the Annual Meeting2
Shareholders of Record3
Brokerage and Other Account Holders3
401(k) Plan Participants3
Delivery of One Set of Annual Meeting Materials to Shareholders in a Single Residence5
Electronic Availability of Proxy Materials6
BOARD OF DIRECTORS7
Corporate Governance7
Board Size, Composition and Independence Determination7
Qualifications, Skills and Diversity of Directors and Director Nominees7
Board Diversity Matrix8
Attendance at Director and Shareholder Meetings8
Director Retirement8
Director Stock Ownership9
Board Leadership Structure9
Risk Oversight by the Board of Directors9
Recovery of Erroneously Awarded Compensation Policy10
Anti-Hedging and Anti-Pledging Policy10
Code of Ethics11
Board Effectiveness Assessment and Evaluation Process11
Director Compensation11
Executive Sessions of Independent Directors11
Access to Management and Independent Advisers11
ESG Initiatives and Oversight11
Committees of the Board13
Audit Committee13
Compensation Committee13
Executive Committee14
Investment Committee14
Risk Management Committee14
Nominating and Governance Committee14
Director Nomination Process15
Transactions with Related Persons15
Communicating with the Board of Directors16
Shareholder Proposals and Director Nominations for the 2026 Annual Meeting16
Other Matters16
PROPOSAL ONE — ELECTION OF DIRECTORS17
Director Nominees17
Vote Required and Board Recommendation18
Continuing Directors19
PROPOSAL TWO — RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM22
Information About Our Independent Registered Public Accounting Firm22
Fees Billed to United Fire Group, Inc. During 2024 and 202322
Audit Committee Pre-Approval22
Vote Required and Board Recommendation22
Report of the Audit Committee22
PROPOSAL THREE — SHAREHOLDER ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS24

i

Say-On-Pay Advisory Vote24
Vote Required and Board Recommendation24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS25
Security Ownership of Management26
EQUITY COMPENSATION PLAN INFORMATION27
DELINQUENT SECTION 16(A) REPORTS28
EXECUTIVE COMPENSATION29
Compensation Discussion and Analysis29
Consideration of Say-on-Pay Results29
Compensation and Benefits Philosophy29
Risk Considerations30
Annual Compensation Process30
Role of Management30
Role of the Compensation Committee and Board of Directors31
Role of Independent Consultant31
Compensation Consultant Independence31
Elements of Compensation31
Total Direct Compensation31
Annual Base Salary32
Annual Incentive Plan33
Long-Term Incentive Plan36
Additional Compensation37
Named Executive Officers as Shareholders38
Report of the Compensation Committee39
Outstanding Equity Awards at 2024 Fiscal Year-End43
2024 Option Exercises and Stock Award Vesting44
Pension Benefits44
Nonqualified Deferred Compensation45
Potential Payments Upon Termination or Change in Control46
Change in Control Severance Agreements46
Pay Ratio Disclosure48
PAY VERSUS PERFORMANCE49
DIRECTOR COMPENSATION55
Annual Retainer, Committee Meetings and Expenses55
Deferred Compensation56

ii

PROXY STATEMENT FOR THE ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD ON MAY 21, 2025

This solicitation of proxies is made by the Board of Directors of United Fire Group, Inc. (the “Company,” “we,” “us,” or “our,” as the context requires). Proxies will be used at the 2025 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Wednesday, May 21, 2025, at 10:00 a.m. Central Time, and at any adjournment or postponement thereof. This year’s Annual Meeting will be held in virtual meeting format only via live audio webcast. Shareholders will be able to attend the Annual Meeting, submit questions and vote online by logging on to www.meetnow.global/MA5DAKF using their 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on the proxy card.

With respect to shares of our $0.001 par value common stock (“Company Common Stock”) held in the United Fire Group, Inc. 401(k) Plan (the “401(k) Plan”), the Board of Directors is soliciting participants on behalf of the Trustee of the 401(k) Plan to direct the Trustee as to how to vote the shares held in the plan.

Under rules adopted by the Securities and Exchange Commission (“SEC”), the Company has chosen to provide its shareholders with the choice of accessing the Annual Meeting proxy materials on the Internet, rather than receiving printed copies of those materials through the mail. In connection with this process, a Notice Regarding the Availability of Proxy Materials (the “Notice”) is being mailed to the Company’s shareholders who have not previously requested electronic access to its proxy materials or printed proxy materials. The Notice contains instructions on how you may access and review the Company’s proxy materials on the Internet and how you may vote your shares over the Internet. The Notice will also tell you how to request the Company’s proxy materials, in either printed form or by email, at no charge. The Notice contains a control number that you will need to vote your shares. We suggest you keep the Notice for your reference through the date of the Annual Meeting.

The Company anticipates that the Notice will be mailed to shareholders and participants in the 401(k) Plan beginning on or about April 8, 2025.

We will solicit proxies principally by mail, but our directors and employees may also solicit proxies by telephone, facsimile, or e-mail. Our directors and employees may also conduct personal solicitations. Our directors and employees will not receive any additional compensation in connection with their solicitation efforts.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2025: The Notice of the Annual Meeting, this Proxy Statement, the 2024 Annual Report on Form 10-K and the 2024 Annual Report to Shareholders are available at: https://ir.ufginsurance.com.

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