KEMPER Corp
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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Sep 30, 2025 · Filed Nov 5, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities
On May 6, 2020, Kemper’s Board of Directors authorized the repurchase of up to an additional $200.0 million of Kemper common stock, in addition to the $133.3 million remaining under a prior authorization in 2014, bringing the remaining share repurchase authorization to approximately $333.3 million (the “2014 Repurchase Program”). On August 5, 2025, Kemper’s Board of Directors approved a new share repurchase authorization, under which the Company can repurchase up to $500.0 million of its common stock (the “2025 Repurchase Program”).
On August 13, 2025, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Goldman Sachs & Co. LLC (“Goldman Sachs”) to repurchase an aggregate of $150.0 million of shares of the Company’s common stock. Under the terms of the ASR Agreement, the Company made a payment of $150.0 million to Goldman Sachs and, on August 14, 2025, received initial deliveries of an aggregate of 2,279,000 shares of the Company’s common stock, or approximately 80% of the total shares that are expected to be repurchased under the ASR Agreement, based on the closing price on August 13, 2025 of $52.65 per share.
On October 13, 2025, as final settlement of the share repurchase transaction under the ASR Agreement, the Company received from Goldman Sachs approximately 615,000 shares of the Company’s common stock. In total, the Company repurchased 2,894,000 shares of its Common Stock under the ASR Agreement at $51.84 per share, which represents the volume-weighted average market price of the Company’s common stock during the term of the ASR Agreement less a customary discount. The shares delivered were immediately retired.
In addition to the ASR Agreement repurchases, during the three months ended September 30, 2025, Kemper repurchased and retired approximately 1,126,000 shares of its common stock in open market transactions under its share repurchase authorizations for an aggregate cost of $66.5 million and average cost per share of $59.00.
As of September 30, 2025, the 2014 Repurchase Program has been completed, and the remaining share repurchase authorization under the 2025 Repurchase Program was $383.8 million.
Shares purchased during the three months ended September 30, 2025 were as follows:
| Total · Maximum | ||||
|---|---|---|---|---|
| Number of Shares · Dollar Value of Shares | ||||
| Average · Purchased as Part · that May Yet Be | ||||
| Total | Price | of Publicly | Purchased Under | |
| Number of Shares | Paid per | Announced Plans | the Plans or Programs | |
| Period | Purchased | Share | or Programs | (Dollars in Millions) |
| July 2025 | 833,642 | $62.00 | 833,642 | $48.6 |
| August 2025 | 2,572,008 | $52.40 | 2,572,008 | $383.8 |
| September 2025 | — | $— | — | $383.8 |
Apart from the ASR Agreement repurchases, all purchases were made by the Company in the open market in reliance on the safe harbors provided by Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934.
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