SAFETY INSURANCE GROUP INC
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
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Item 9B. Other Information
The Company had no information required to be disclosed on a Form 8-K during the fourth fiscal quarter of 2025 that has not already been reported.
On September 29, 2025, George Murphy, the Company’s President and Chief Executive Officer, entered into a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Murphy’s 10b5-1 Plan provides for the potential sale of up to 5,273 shares of the Company’s common stock between February 22, 2026 and September 25, 2026. The potential sale is related to the expected share vesting in February 2026 and related to sell-to-cover transaction.
On September 24, 2025, Christopher Whitford, the Company’s Vice President, Chief Financial Officer, and Treasurer, entered into a 10b5-1 Plan. Mr. Whitford’s 10b5-1 Plan provides for the potential sale of up to 2,198 shares of the Company’s common stock between February 22, 2026 and September 25, 2026. The potential sale is related to the expected share vesting in February 2026 and related to sell-to-cover transaction.
On September 25, 2025, Stephen Varga, the Company’s Vice President of Management Information Systems, entered into a 10b5-1 Plan. Mr. Varga’s 10b5-1 Plan provides for the potential sale of up to 3,217 shares of the Company’s common stock between February 22, 2026 and September 25, 2026. The potential sale is related to the expected share vesting in February 2026 and related to sell-to-cover transaction.
On September 25, 2025, Glenn Hiltpold, the Company’s Vice President of Actuarial Services, entered into a 10b5-1 Plan. Mr. Hiltpold’s 10b5-1 Plan provides for the potential sale of up to 1,295 shares of the Company’s common stock between February 22, 2026 and September 25, 2026. The potential sale is related to the expected share vesting in February 2026 and related to sell-to-cover transaction.
On September 25, 2025, Brian Lam, the Company’s Vice President of Insurance Operations, entered into a 10b5-1 Plan. Mr. Lam’s 10b5-1 Plan provides for the potential sale of up to 575 shares of the Company’s common stock between February 22, 2026 and September 25, 2026. The potential sale is related to the expected share vesting in February 2026 and related to sell-to-cover transaction.
On September 25, 2025, Mary McConnell, the Company’s Vice President of Underwriting, entered into a 10b5-1 Plan. Ms. McConnell’s 10b5-1 Plan provides for the potential sale of up to 556 shares of the Company’s common stock between February 22, 2026 and September 25, 2026. The potential sale is related to the expected share vesting in February 2026 and related to sell-to-cover transaction.
On September 29, 2025, John Drago, the Company’s Vice President of Marketing, entered into a 10b5-1 Plan. Mr. Drago’s 10b5-1 Plan provides for the potential sale of up to 1,757 shares of the Company’s common stock between February 22, 2026 and September 25, 2026. The potential sale is related to the expected share vesting in February 2026 and related to sell-to-cover transaction.
On September 29, 2025, Paul Narciso, the Company’s Vice President of Claims, entered into a 10b5-1 Plan. Mr. Narciso’s 10b5-1 Plan provides for the potential sale of up to 1,994 shares of the Company’s common stock between February 22, 2026 and September 25, 2026. The potential sale is related to the expected share vesting in February 2026 and related to sell-to-cover transaction.
The following disclosures relate to actions taken by the Board of Directors of the Company (the "Board"), the Compensation Committee of the Board and the Board of Directors of Safety Insurance Company and would otherwise have been filed during the first fiscal quarter of 2026 on a Form 8-K.
| ● | On February 25, 2026, the Compensation Committee of the Board approved the 2025 annual executive cash bonus pool in the total amount of $3,425 pursuant to the Annual Performance Incentive Plan. Of the total pool, the following amounts were allocated to the Company's CEO and Named Executive Officers: George M. Murphy, $1,477; Christopher T. Whitford, $387; Stephen A. Varga, $313; Paul J. Narciso, $285, and John P. Drago, $250. |
| ● | On February 25, 2026, the Compensation Committee of the Board approved executive long-term incentive awards to certain members of senior management pursuant to the Amended 2018 Plan. The long-term incentive awards were granted in a total amount of $3,550 in the form of restricted stock, to be effective on and given a fair value of the closing price of our common stock on February 25, 2026. Of the total award, 45% vests in three annual installments of 30% on February 25, 2027, 30% on February 25, 2028, and 40% on February 25, 2029 and were allocated to the Company's Named Executive Officers as follows: George M. Murphy, $495 worth of restricted stock; Christopher T. Whitford, $203 worth of restricted stock; Stephen A. Varga, $203 worth of restricted stock; Paul J. Narciso, $169 worth of restricted stock; and John P. Drago, $180 worth of restricted stock. Of the total award, 55% vests over a three-year performance period commencing on January 1, 2026 and ending on December 31, 2028. Vesting of these shares is dependent upon the attainment of pre-established performance objectives and were allocated to the Named Executive Officers as follows: George M. Murphy $605 worth of restricted stock; Christopher T. Whitford, $247 worth of restricted stock; Stephen A. Varga, $247 worth of restricted stock; Paul J. Narciso, $206 worth of restricted stock; and John P. Drago, $220 worth of restricted stock. |
| ● | Upon recommendation from the Compensation Committee, on February 25, 2026, the Board approved executive deferred compensation awards pursuant to the Executive Incentive Compensation Plan in the total amount of $1,740. Of the total award, the following amounts were allocated to the Company's CEO and Named Executive Officers: George M. Murphy, $622; Christopher T. Whitford, $233; Stephen A. Varga, $184; Paul J. Narciso, $172; and John P. Drago, $148. |
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