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ATLANTIC AMERICAN CORP

For the period ended Dec 31, 2025. Filed Oct 16, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Oct 16, 2026

AAME$1.13+1.8%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

Item 11.Executive Compensation

2025 Summary Compensation Table

There is shown below information concerning the annual compensation for services in all capacities to the Company and its subsidiaries for the fiscal years ended December 31, 2025 and 2024 by the: (i) Chairman, President and Chief Executive Officer of the Company and (ii) the former Chief Financial Officer of the Company, who were the only executive officers of the Company during 2025 (together, the “named executive officers”):

Name and Principal Position · Year · Salary ($) · Bonus ($)(1) · Stock Awards ($) · All Other Compensation ($) · Total ($)(2)
Hilton H. Howell, Jr.2025600,000850,000-165,566(3)1,615,566
Chairman of the Board, President and CEO2024594,792800,000-165,1161,559,908
J. Ross Franklin (4)2025427,220375,000-62,670(5)864,890
Former Vice President, CFO and Secretary2024419,399350,000-63,366832,765

(1) Discretionary bonuses awarded by the Stock Option and Compensation Committee.

(2) For Mr. Howell, does not include amounts he may be deemed to have received pursuant to certain related party transactions described below under “Certain Relationships and Related Person Transactions.”

(3) Includes fees paid in cash for serving as a director of the Company and subsidiaries of $134,000 (a portion of which would otherwise be reported in the “Fees Earned or Paid in Cash” column of the 2025 Director Compensation Table below) and 401(k) plan employer contributions of $31,500.

(4) Mr. Franklin resigned from his positions with the Company effective May 27, 2026.

(5) Includes fees paid in cash for serving as a director of subsidiaries of $24,000 and 401(k) plan employer contributions of $37,599.

Additional Narrative Disclosure

Retirement Benefits

The Company offers a tax-qualified 401(k) plan to its employees, under which participating employees may contribute a portion of their eligible compensation into their plan accounts. Each of the named executive officers was eligible to participate in the 401(k) plan during fiscal 2026. The Company makes matching contributions under the 401(k) plan equal to 35% of up to the first 6% of employee contributions, subject to tax-based limitations.

Severance and Change in Control Compensation

The Company does not have any arrangements in place with the named executive officers that provide for payments in connection with their termination of service or a change in control of the Company.

Timing of Option Awards

The Stock Option and Compensation Committee does not take material non-public information into account when determining the timing and terms of option awards, and the Company does not time the disclosure of material non-public information for the purpose of affecting the value of such awards.

Outstanding Equity Awards at 2025 Fiscal Year-End

The named executive officers did not hold any outstanding equity awards as of December 31, 2025.

Stock Awards
NameNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
Hilton H. Howell, Jr.----
J. Ross Franklin----

Recovery Analysis under Clawback Policy

The Company’s Compensation Clawback Policy (the “Clawback Policy”) provides that the Company will recover excess incentive-based compensation paid to an executive officer when such compensation was based in whole or in part on financial results later subject to a restatement of the Company’s financial statements. The Clawback Policy specifies that following an accounting restatement, the Company will recover reasonably promptly any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (the “Incentive-Based Compensation”) and which exceeds the amount that would have been received under the restated financial results.

As further described in this Form 10-K, in connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, management identified errors relating to the recognition of due-premium receivables and related premium revenue within the Company’s group whole life and group accident and health business. Management concluded that the errors were not material, individually or in the aggregate, to the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2024. Management further concluded that correcting the cumulative errors entirely in the consolidated statement of operations for the year ended December 31, 2025 would result in a material misstatement of the Company’s 2025 results of operations. Accordingly, the Company has revised the 2024 financial information presented in this Annual Report on Form 10-K to reflect the correction of the errors in the appropriate prior periods.

Because none of the compensation received by the Company’s executive officers during the applicable recovery period was based on the attainment of a financial reporting measure, the Company concluded that no recovery of Incentive-Based Compensation was required under the Clawback Policy as a result of the accounting restatement.

Compensation of Directors

During 2025, the Company’s policy was to pay all members of the Board of Directors $20,000 for each Board meeting attended, whether in person or telephonically, and $2,000 for each committee meeting attended, whether in person or telephonically. Beginning in 2026, the Company’s policy is to pay all members of the Board of Directors $25,000 for each Board meeting attended, and $2,000 for each committee meeting attended, in each case whether in person or telephonically. In addition, Directors were reimbursed for actual expenses incurred in connection with attending meetings of the Board and/or committees of the Board. Pursuant to the Company’s 2022 Plan, Directors are eligible to receive stock options to purchase shares of Common Stock and other equity awards. No such awards were made in 2025.

The following table provides information about the compensation paid or granted for services as a director of the Company for the year ended December 31, 2025. Hilton H. Howell, Jr. also served as a director of the Company during 2025. He did not receive any stock awards for such service, but did receive cash fees for his attendance at Board meetings. See the Summary Compensation Table for information on the total compensation paid to Mr. Howell for all services provided to the Company and its subsidiaries.

2025 Director Compensation
Name · Fees Earned or Paid in Cash ($) · Stock Awards ($) · All Other Compensations ($) · Total ($)
Robin R. Howell80,000--80,000(1)
Mark E. Preisinger90,000--90,000
Joseph M. Scheerer90,000--90,000
Scott G. Thompson80,000--(2)80,000
D. Keehln Wheeler90,000--90,000

(1) Does not include amounts that may be deemed received pursuant to certain related transactions and described below in “Certain Relationships and Related Person Transactions.”

(2) For Mr. Thompson, excludes compensation received as an employee of a subsidiary of the Company.

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