| Item 15. | Exhibits, Financial Statement Schedules. |
|---|
| (a) | Financial statements, financial statement schedule and exhibits filed: |
| (i) | Consolidated Financial Statements |
| Page |
|---|
| Reports of Independent Registered Public Accounting Firm | 106 |
|---|
| Donegal Group Inc. and Subsidiaries: |
|---|
| Consolidated Balance Sheets at December 31, 2023 and 2022 | 65 |
|---|
| 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 | 66 |
|---|
| Consolidated Statements of Stockholders’ Equity for each of the years in the three-year period ended December 31, 2023, 2022 and 2021 | 67 |
|---|
| Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2023, 2022 and 2021 | 68 |
|---|
| Notes to Consolidated Financial Statements | 69 |
|---|
| Report and Consent of Independent Registered Public Accounting Firm |
|---|
(Filed as Exhibit 23.1)
| (b) | Financial Statement Schedule |
| Schedule III — Supplementary Insurance Information | 116 |
|---|
| Report of Independent Registered Public Accounting Firm | Filed herewith |
|---|
We have omitted all other schedules since they are not required, not applicable or the information is included in the financial statements or notes to the financial statements.
| Exhibit No. | Description of Exhibits | Reference |
| 3.1 | Certificate of Incorporation of Donegal Group Inc., as amended. | (i) |
| 3.2 | Second Amended and Restated By-laws of Donegal Group Inc. | (q) |
| 3.3 | State of Delaware Certificate of Change of Registered Agent and/or Registered Office | (r) |
| 4.1 | Description of Donegal Group Inc’s Securities Registered pursuant to Section 12 of the Exchange Act. | (m) |
| Management Contracts and Compensatory Plans or Arrangements |
|---|
| 10.1 | Donegal Group Inc. 2013 Equity Incentive Plan for Employees. | (g) |
| 10.2 | Donegal Group Inc. 2013 Equity Incentive Plan for Directors. | (g) |
| 10.3 | Employment Agreement dated as of October 1, 2020 among Donegal Mutual Insurance Company, Donegal Group Inc. and Kevin G. Burke. | (l) |
| 10.4 | Employment Agreement dated as of October 1, 2020 among Donegal Mutual Insurance Company, Donegal Group Inc. and Jeffrey D. Miller. | (l) |
| 10.5 | 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. Miller. | (s) |
| 10.6 | Donegal Mutual Insurance Company 401(k) Plan. | (a) |
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| 10.7 | Amendment No. 1 effective January 1, 2000 to Donegal Mutual Insurance Company 401(k) Plan. | (a) |
| 10.8 | Amendment No. 2 effective January 6, 2000 to Donegal Mutual Insurance Company 401(k) Plan. | (b) |
| 10.9 | Amendment No. 3 effective July 23, 2001 to Donegal Mutual Insurance Company 401(k) Plan. | (b) |
| 10.10 | Amendment No. 4 effective January 1, 2002 to Donegal Mutual Insurance Company 401(k) Plan. | (b) |
| 10.11 | Amendment No. 5 effective December 31, 2001 to Donegal Mutual Insurance Company 401(k) Plan. | (b) |
| 10.12 | Amendment No. 6 effective July 1, 2002 to Donegal Mutual Insurance Company 401(k) Plan. | (c) |
| 10.13 | Donegal Group Inc. 2015 Equity Incentive Plan for Employees. | (h) |
| 10.14 | Donegal Group Inc. 2015 Equity Incentive Plan for Directors. | (h) |
| 10.15 | Donegal Group Inc. 2019 Equity Incentive Plan for Employees. | (j) |
| 10.16 | Donegal Group Inc. 2019 Equity Incentive Plan for Directors. | (j) |
| 10.17 | Donegal Group Inc. 2020 Long-Term Executive Incentive Plan. | (k) |
| 10.18 | Donegal Group Inc. Cash Incentive Bonus Plan for 2021. | (m) |
| 10.19 | Donegal Group Inc. 2021 Employee Stock Purchase Plan. | (n) |
| 10.20 | Donegal Group Inc. Cash Incentive Bonus Plan for 2022. | (p) |
| 10.21 | Donegal Group Inc. Cash Incentive Bonus Plan for 2023. | (s) |
| 10.22 | Donegal Group Inc. Cash Incentive Bonus Plan for 2024. | Filed herewith |
| 10.23 | Donegal Group Inc. 2023 Long-Term Executive Incentive Plan. | (s) |
| Other Material Contracts |
|---|
| 10.24 | Amended and Restated Proportional Reinsurance Agreement dated March 1, 2010 between Donegal Mutual Insurance Company and Atlantic States Insurance Company. | (e) |
| 10.25 | 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. | (f) |
| 10.26 | 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. | (p) |
| 10.27 | Quota-share Reinsurance Agreement dated December 1, 2010 between Donegal Mutual Insurance Company and Michigan Insurance Company. | (f) |
| 10.28 | Donegal Group Inc. 2021 Agency Stock Purchase Plan. | (o) |
| 10.29 | Discretionary Loan Agreement between Donegal Group Inc. and M&T Bank dated August 1, 2020. | (m) |
| 10.30 | 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. | (t) |
| 14 | Code of Business Conduct and Ethics. | (d) |
| 21 | Subsidiaries of Registrant. | Filed herewith |
| 23.1 | Report and Consent of Independent Registered Public Accounting Firm. | Filed herewith |
| 31.1 | Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer. | Filed herewith |
| 31.2 | Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer. | Filed herewith |
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| 32.1 | Section 1350 Certification of Chief Executive Officer. | Filed herewith |
| 32.2 | Section 1350 Certification of Chief Financial Officer. | Filed herewith |
| 97.1 | Donegal Group Inc. Incentive Compensation Recoupment Policy. | Filed herewith |
| Exhibit 101.INS | XBRL Instance Document | Filed herewith |
| Exhibit 101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith |
| Exhibit 101.PRE | XBRL Taxonomy Presentation Linkbase Document | Filed herewith |
| Exhibit 101.CAL | XBRL Taxonomy Calculation Linkbase Document | Filed herewith |
| Exhibit 101.LAB | XBRL Taxonomy Label Linkbase Document | Filed herewith |
| Exhibit 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| (a) | 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. |
| (b) | 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. |
| (c) | 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. |
| (d) | 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. |
| (e) | 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. |
| (f) | 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. |
| (g) | We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 8-K Report dated April 22, 2013. |
| (h) | 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. |
| (i) | 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. |
| (j) | 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. |
| (k) | 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. |
| (l) | We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 8-K Report dated October 1, 2020. |
| (m) | 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. |
| (n) | 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. |
| (o) | We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form S-3 Registration Statement filed on September 30, 2021. |
| (p) | 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. |
| (q) | We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 8-K Report dated July 22, 2022. |
| (r) | We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 8-K Report dated August 10, 2022. |
| (s) | 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. |
| (t) | 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. |
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