# Kemper (KMPR) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 5, 2026, 4:13 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0000860748-26-000084
- OpenCapital page: https://www.opencapital.sh/filings/0000860748-26-000084
- Markdown URL: https://www.opencapital.sh/filings/0000860748-26-000084.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/0000860748-26-000084-index.htm

## Filing documents

- [10-Q (kmpr-20260630.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr-20260630.htm)
- [EX-10.1 (kmpr20266302026ex101.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex101.htm)
- [EX-10.2 (kmpr20266302026ex102.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex102.htm)
- [EX-10.3 (kmpr20266302026ex103.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex103.htm)
- [EX-10.4 (kmpr20266302026ex104.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex104.htm)
- [EX-10.5 (kmpr20266302026ex105.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex105.htm)
- [EX-10.6 (kmpr20266302026ex106.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex106.htm)
- [EX-10.7 (kmpr20266302026ex107.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex107.htm)
- [EX-10.8 (kmpr20266302026ex108.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex108.htm)
- [EX-31.1 (kmpr20266302026ex311.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex311.htm)
- [EX-31.2 (kmpr20266302026ex312.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex312.htm)
- [EX-32.1 (kmpr20266302026ex321.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex321.htm)
- [EX-32.2 (kmpr20266302026ex322.htm)](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex322.htm)

---

## 10-Q

SEC source: [kmpr-20260630.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr-20260630.htm)

### UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended 6/30/2026

### OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from              to             

### Commission file number 001-18298

 Kemper Corporation

(Exact name of registrant as specified in its charter)

|  |  |
| --- | --- |
| DE | 95-4255452 |
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 200 E. Randolph Street |  |
| Suite 3300 |  |
| IL | 60601 |
| (Address of principal executive offices) | (Zip Code) |

(312) 661-4600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.10 per share KMPR NYSE

5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 KMPB NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “ accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

58,923,154 shares of common stock, $0.10 par value, were outstanding as of August 3, 2026.

KEMPER CORPORATION

INDEX

- Page
- [Caution Regarding Forward-Looking Statements](#ie2d38a74a3a344aaa8398a7a8b272438_7) [1](#ie2d38a74a3a344aaa8398a7a8b272438_7)
- PART I. [FINANCIAL INFORMATION](#ie2d38a74a3a344aaa8398a7a8b272438_13)
- Item 1. [Financial Statements](#ie2d38a74a3a344aaa8398a7a8b272438_16)
- [Condensed Consolidated Statements of](#ie2d38a74a3a344aaa8398a7a8b272438_19)[(Loss)](#ie2d38a74a3a344aaa8398a7a8b272438_19)[Income for the Three](#ie2d38a74a3a344aaa8398a7a8b272438_19)[and Six](#ie2d38a74a3a344aaa8398a7a8b272438_19)[Months Ended](#ie2d38a74a3a344aaa8398a7a8b272438_19)[June](#ie2d38a74a3a344aaa8398a7a8b272438_19)[3](#ie2d38a74a3a344aaa8398a7a8b272438_19)[0](#ie2d38a74a3a344aaa8398a7a8b272438_19)[, 2026 and 2025 (Unaudited)](#ie2d38a74a3a344aaa8398a7a8b272438_19) [4](#ie2d38a74a3a344aaa8398a7a8b272438_19)
- [Condensed Consolidated Statements of Comprehensive](#ie2d38a74a3a344aaa8398a7a8b272438_22)[(Loss)](#ie2d38a74a3a344aaa8398a7a8b272438_22)[Income for the Three](#ie2d38a74a3a344aaa8398a7a8b272438_22)[and S](#ie2d38a74a3a344aaa8398a7a8b272438_22)[ix](#ie2d38a74a3a344aaa8398a7a8b272438_22)[Months Ended](#ie2d38a74a3a344aaa8398a7a8b272438_22)[June](#ie2d38a74a3a344aaa8398a7a8b272438_22)[3](#ie2d38a74a3a344aaa8398a7a8b272438_22)[0](#ie2d38a74a3a344aaa8398a7a8b272438_22)[, 2026 and 2025 (Unaudited)](#ie2d38a74a3a344aaa8398a7a8b272438_22) [5](#ie2d38a74a3a344aaa8398a7a8b272438_22)
- [Condensed Consolidated Balance Sheets as of](#ie2d38a74a3a344aaa8398a7a8b272438_25)[June](#ie2d38a74a3a344aaa8398a7a8b272438_25)[3](#ie2d38a74a3a344aaa8398a7a8b272438_25)[0](#ie2d38a74a3a344aaa8398a7a8b272438_25)[, 2026 and December 31, 2025 (Unaudited)](#ie2d38a74a3a344aaa8398a7a8b272438_25) [6](#ie2d38a74a3a344aaa8398a7a8b272438_25)
- [Condensed Consolidated Statements of Cash Flows for the](#ie2d38a74a3a344aaa8398a7a8b272438_28)[Six](#ie2d38a74a3a344aaa8398a7a8b272438_28)[Months Ended](#ie2d38a74a3a344aaa8398a7a8b272438_28)[June 30](#ie2d38a74a3a344aaa8398a7a8b272438_28)[, 2026 and 2025 (Unaudited)](#ie2d38a74a3a344aaa8398a7a8b272438_28) [8](#ie2d38a74a3a344aaa8398a7a8b272438_28)
- [Condensed Consolidated Statements of Shareholders’ Equity for the Three](#ie2d38a74a3a344aaa8398a7a8b272438_34)[and Six](#ie2d38a74a3a344aaa8398a7a8b272438_34)[Months Ended](#ie2d38a74a3a344aaa8398a7a8b272438_34)[June 30](#ie2d38a74a3a344aaa8398a7a8b272438_34)[, 2026 and 2025 (Unaudited)](#ie2d38a74a3a344aaa8398a7a8b272438_34) [10](#ie2d38a74a3a344aaa8398a7a8b272438_34)
- [Notes to the Condensed Consolidated Financial Statements (Unaudited)](#ie2d38a74a3a344aaa8398a7a8b272438_37) [12](#ie2d38a74a3a344aaa8398a7a8b272438_37)
- Item 2. [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ie2d38a74a3a344aaa8398a7a8b272438_109) [44](#ie2d38a74a3a344aaa8398a7a8b272438_109)
- Item 3. [Quantitative and Qualitative Disclosures About Market Risk](#ie2d38a74a3a344aaa8398a7a8b272438_196) [66](#ie2d38a74a3a344aaa8398a7a8b272438_196)
- Item 4. [Controls and Procedures](#ie2d38a74a3a344aaa8398a7a8b272438_199) [67](#ie2d38a74a3a344aaa8398a7a8b272438_199)
- PART II. [OTHER INFORMATION](#ie2d38a74a3a344aaa8398a7a8b272438_202)
- Item 1. [Legal Proceedings](#ie2d38a74a3a344aaa8398a7a8b272438_205) [68](#ie2d38a74a3a344aaa8398a7a8b272438_205)
- Item 1A. [Risk Factors](#ie2d38a74a3a344aaa8398a7a8b272438_208) [68](#ie2d38a74a3a344aaa8398a7a8b272438_208)
- Item 2. [Unregistered Sales of Equity Securities and Use of Proceeds](#ie2d38a74a3a344aaa8398a7a8b272438_214) and Issuer Repurchases of Equity Securities [68](#ie2d38a74a3a344aaa8398a7a8b272438_214)
- Item 5 [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ie2d38a74a3a344aaa8398a7a8b272438_217) [68](#ie2d38a74a3a344aaa8398a7a8b272438_217)
- Item 6. [Exhibits](#ie2d38a74a3a344aaa8398a7a8b272438_220) [69](#ie2d38a74a3a344aaa8398a7a8b272438_220)
- [Exhibit Index](#ie2d38a74a3a344aaa8398a7a8b272438_223) [69](#ie2d38a74a3a344aaa8398a7a8b272438_223)
- [Signatures](#ie2d38a74a3a344aaa8398a7a8b272438_226) [71](#ie2d38a74a3a344aaa8398a7a8b272438_226)

Caution Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including, but not limited to, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), Risk Factors and the accompanying unaudited Condensed Consolidated Financial Statements (including the notes thereto) of Kemper Corporation (“Kemper”) and its subsidiaries (individually and collectively referred to herein as the “Company”), as well as a variable interest entity (“VIE”) in which the Company is considered the primary beneficiary, may contain or incorporate by reference information that includes or is based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements give expectations or forecasts of future events. The reader can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “believe(s),” “goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),” “project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may,” “could” and other terms of similar meaning. Forward-looking statements, in particular, include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.

Any or all forward-looking statements may turn out to be wrong, and, accordingly, Kemper cautions readers not to place undue reliance on such statements. Kemper bases these statements on current expectations and the current economic environment as of the date of this Quarterly Report on Form 10-Q. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance, and actual results could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties that may be important in determining the Company’s actual future results and financial condition.

In addition to the factors discussed under Item 1A., “Risk Factors,” of Part I of Kemper’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”), for the year ended December 31, 2025 (the “2025 Annual Report”), the reader should consider the following list of factors that, among others, could cause the Company’s actual results and financial condition to differ materially from estimated results and financial condition.

Factors related to the legal and regulatory environment in which Kemper and its subsidiaries operate

- Evolving policies, practices and interpretations by regulators and courts that increase operating costs and potential liabilities, particularly any that involve retroactive application of new requirements;
- Adverse outcomes in litigation, investigations or other legal or regulatory proceedings involving Kemper or its subsidiaries or affiliates, including proceedings related to its business practices or business practices in the insurance industry;
- Governmental actions, including, but not limited to, implementation of new laws and regulations, and court decisions interpreting existing and future laws and regulations or policy provisions;
- Uncertainties related to regulatory approval of insurance rates, policy forms, insurance products, license applications, business withdrawals, dividends from insurance subsidiaries, reinsurance arrangements, acquisitions of businesses or strategic initiatives and other matters within the purview of insurance regulators;
- Increased costs required to address new legal and regulatory requirements; liabilities, costs and other impacts arising from investigations or developments related to cybersecurity, privacy and data governance, including, without limitation, cyber incidents that have occurred or may occur;

Factors relating to insurance claims and related reserves in the Company’s insurance businesses

- The incidence, frequency and severity of catastrophes occurring in any particular reporting period or geographic area, including natural disasters, pandemics and terrorist attacks or other man-made events;
- The frequency and severity of insurance claims (including those associated with catastrophe losses and pandemics);
- The interest rate environment, including proposed rate changes by the U.S. Federal Reserve, which may cause material fluctuations in our life policyholder benefit reserves;
- Changes in facts and circumstances affecting assumptions used in determining loss and loss adjustment expenses (“LAE”) reserves, including, but not limited to, the frequency and severity of insurance claims, changes in claims handling procedures and closure patterns, development patterns and the impacts of technological and other environmental conditions;
- The impact of inflation on insurance claims, including, but not limited to, the effects on material costs, the effects on personal injury claims of increasing medical costs and the effects on severity of claims resulting from a catastrophe;
- The effects on property claims attributed to supply chain disruption, in part potentially as a result of the impact of tariffs recently imposed by the US Government and scarcity of resources available to rebuild damaged structures and repair damaged property, including labor and materials and the amount of salvage value recovered for damaged property;
- The rising costs of insurance claims from increased and more targeted litigation, higher jury awards, broader definitions of liability, and other effects of legal and societal trends referred to as legal system abuse or social inflation;
- Developments related to insurance policy claims and coverage issues, including, but not limited to, interpretations, pronouncements or decisions by courts or regulators that may govern or influence losses incurred in connection with hurricanes and other catastrophes;
- Orders, interpretations or other actions by regulators that impact the reporting, adjustment and payment of claims;
- Changes in the pricing or availability of reinsurance, or in the financial condition of reinsurers and amounts recoverable therefrom;

Factors related to the Company’s ability to compete

- Changes in the ratings of Kemper and/or its insurance company subsidiaries by rating agencies with regard to credit, financial strength, claims paying ability and other areas on which the Company is rated;
- The level of success and costs incurred in realizing or maintaining economies of scale, integrating acquired businesses and implementing significant business initiatives and the timing of the occurrence or completion of such events, including, but not limited to, those related to expense and claims savings, the operation of Kemper Reciprocal, consolidations, reorganizations and technology;
- Absolute and relative performance of the Company’s products and services, including, but not limited to, the level of success achieved in designing and introducing new insurance products and services;
- Difficulties with technology, data and network security (including as a result of cyber attacks that have occurred or may occur), outsourcing relationships or cloud-based technology that could negatively impact the Company’s ability to conduct business;
- The ability of the Company and its third-party service providers to maintain the availability and required performance of critical systems and manage technology initiatives cost-effectively to address insurance industry developments and regulatory requirements;
- Heightened competition, including, with respect to pricing, consolidations of existing competitors or entry of new competitors and alternate distribution channels, introduction of new technologies, use and enhancements of telematics, refinements of existing products and development of new products by current or future competitors;
- Expected benefits and synergies from mergers, acquisitions, divestitures and/or strategic initiatives that may not be realized to the extent anticipated, within expected time frames or at all, due to a number of factors including, but not limited to, the loss of key agents/brokers, customers or employees, increased costs, fees, expenses and related charges and delays caused by unanticipated developments or factors outside of the Company’s control;
- The successful formulation and execution of the Company’s plan with regard to corporate strategy and significant operational changes;
- Increase in competition as a result of new competitors to the property and casualty insurance industry, the existence of competitors that receive substantial infusion of capital or access to third-party capital, or the entry of established and well-capitalized property and casualty insurance companies into the specialty property and casualty automobile insurance market;

Factors related to the business environment in which Kemper and its subsidiaries operate

- Changes in general economic conditions, including those related to, without limitation, performance of financial markets, increased volatilities in financial market conditions, interest rates, inflation, unemployment rates, significant global catastrophes and/or pandemics, tariffs and international trade policies, such as tariffs, and fluctuating values of particular investments held by the Company;
- Absolute and relative performance of investments made by the Company;
- Changes in insurance industry trends and significant industry developments;
- Changes in consumer trends, including changes in number of miles driven by automobile insurance policyholders, and significant consumer or product developments;
- Changes in capital requirements, including the calculations thereof, used by regulators and rating agencies;
- Regulatory, accounting or tax changes that may affect the Company’s earnings, the cost of, or demand for, the Company’s products or services or after-tax returns from the Company’s investments;
- The impact of required participation in state windpools and joint underwriting associations, residual market assessments and assessments for insurance industry insolvencies;
- Changes in distribution channels, methods or costs resulting from changes in laws or regulations, legal proceedings or market forces;
- Increasing competition and higher costs for executive talent and employees with necessary skills and industry experience;
- Increased costs and risks related to cybersecurity that could materially affect the Company’s operations including, but not limited to, data breaches, cyber attacks, virus or malware attacks, or other infiltrations or incidents affecting system integrity, availability and performance, and actions taken to minimize and remediate the risks of such events that have occurred or could occur;

Other risks and uncertainties described from time to time in Kemper’s filings with the SEC

Kemper cannot provide any assurances that the results and outcomes contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable or that future events or developments will not cause such statements to be inaccurate. Kemper assumes no obligation to correct or update any forward-looking statements publicly for any changes in events or developments or in the Company’s expectations or results subsequent to the date of this Quarterly Report on Form 10-Q. Kemper advises the reader, however, to consult any further disclosures Kemper makes on related subjects in its filings with the SEC.

PART I. FINANCIAL INFORMATION

## Item 1. Financial Statements

**KEMPER CORPORATION AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

_(Dollars in millions, except per share amounts) · (Unaudited)_

| Line item | Three Months Ended / Jun 30, 2026 | Three Months Ended / Jun 30, 2025 | Six Months Ended / Jun 30, 2026 | Six Months Ended / Jun 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenues: |  |  |  |  |
| Earned Premiums1 | $1,011.6 | $1,130.8 | $2,010.9 | $2,218.7 |
| Net Investment Income | 105.4 | 95.9 | 212.5 | 197.1 |
| Other Income | 0.5 | 3.1 | 3.9 | 5.7 |
| Change in Fair Value of Equity and Convertible Securities | (1.7) | (0.5) | (3.0) | (0.4) |
| Net Realized Investment Gains (Losses) | 0.6 | (0.1) | 1.0 | 0.8 |
| Impairment Losses | (23.7) | (3.6) | (25.4) | (3.3) |
| Total Revenues | 1,092.7 | 1,225.6 | 2,199.9 | 2,418.6 |
| Expenses: |  |  |  |  |
| Policyholders’ Benefits and Incurred Losses and Loss Adjustment Expenses2 | 818.4 | 829.1 | 1,647.2 | 1,596.4 |
| Insurance and Other Expenses | 272.4 | 300.0 | 549.4 | 594.5 |
| Interest Expense | 8.9 | 9.0 | 18.2 | 20.4 |
| Goodwill Impairment | 460.0 | — | 460.0 | — |
| Total Expenses | 1,559.7 | 1,138.1 | 2,674.8 | 2,211.3 |
| (Loss) Income before Income Taxes | (467.0) | 87.5 | (474.9) | 207.3 |
| Income Tax (Benefit) Expense | (1.0) | 17.7 | (4.5) | 40.5 |
| Net (Loss) Income | (466.0) | 69.8 | (470.4) | 166.8 |
| Less: Net Loss attributable to Noncontrolling Interest | (1.2) | (2.8) | (3.9) | (5.5) |
| Net (Loss) Income attributable to Kemper Corporation | $(464.8) | $72.6 | $(466.5) | $172.3 |
| Net (Loss) Income attributable to Kemper Corporation per Unrestricted Share: |  |  |  |  |
| Basic | $(7.90) | $1.13 | $(7.93) | $2.69 |
| Diluted | $(7.90) | $1.12 | $(7.93) | $2.66 |
| 1 Includes a remeasurement loss of $0.2 million and $0.9 million related to the deferred profit liability within the Life Insurance business for the three months ended June 30, 2026 and 2025, respectively, and a remeasurement gain of $0.7 million for the six months ended June 30, 2026 and a remeasurement loss of $0.7 million for the six months ended June 30, 2025. |  |  |  |  |
| 2 Includes a remeasurement gain related to the liability for future policyholder benefits within the Life Insurance business of $1.9 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively, and a remeasurement gain of $2.3 million for the six months ended June 30, 2026. There was no remeasurement gain or loss for the six months ended June 30, 2025. |  |  |  |  |

The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

**KEMPER CORPORATION AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

_(Dollars in millions) · (Unaudited)_

| Line item | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Net (Loss) Income | $(466.0) | $69.8 | $(470.4) | $166.8 |
| Other Comprehensive Income Before Income Taxes |  |  |  |  |
| Changes in Unrealized Gains (Losses) on Investment Securities with: |  |  |  |  |
| No Credit Losses Recognized in Condensed Consolidated Statements of (Loss) Income | 50.5 | 2.1 | (37.7) | 71.3 |
| Credit Losses Recognized in Condensed Consolidated Statements of (Loss) Income | 0.4 | — | (0.9) | 1.3 |
| Change in Unrecognized Postretirement Benefit Income | (0.3) | (0.6) | (0.7) | (1.1) |
| (Loss) Gain on Cash Flow Hedges | (0.1) | (1.7) | (0.2) | 0.4 |
| Change in Discount Rate on Future Life Policyholder Benefits | (23.3) | 5.1 | 40.4 | (13.0) |
| Other Comprehensive Income Before Income Taxes | 27.2 | 4.9 | 0.9 | 58.9 |
| Other Comprehensive Income Tax Expense | 5.9 | 1.1 | 0.3 | 11.9 |
| Other Comprehensive Income, Net of Taxes | 21.3 | 3.8 | 0.6 | 47.0 |
| Total Comprehensive (Loss) Income | (444.7) | 73.6 | (469.8) | 213.8 |
| Less: Net Loss attributable to Noncontrolling Interest | (1.2) | (2.8) | (3.9) | (5.5) |
| Less: Other Comprehensive (Loss) Income attributable to Noncontrolling Interest | (0.1) | 0.2 | (0.3) | 0.2 |
| Less: Total Comprehensive Loss attributable to Noncontrolling Interest | (1.3) | (2.6) | (4.2) | (5.3) |
| Comprehensive (Loss) Income attributable to Kemper Corporation | $(443.4) | $76.2 | $(465.6) | $219.1 |

The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

**KEMPER CORPORATION AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED BALANCE SHEETS

_(Dollars in millions, except per share amounts) · (Unaudited)_

| Line item | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| Assets: |  |  |
| Investments: |  |  |
| Fixed Maturities at Fair Value (Amortized Cost: 2026 - $7,495.1; 2025 - $7,475.7 Allowance for Credit Losses: 2026 - $23.4; 2025 - $20.1) | $6,721.1 | $6,743.3 |
| Equity Securities at Fair Value (Cost: 2026 - $294.1; 2025 - $287.9) | 309.6 | 306.4 |
| Equity Method Limited Liability Investments | 183.0 | 176.0 |
| Short-term Investments at Cost which Approximates Fair Value | 271.4 | 313.5 |
| Company-Owned Life Insurance | 598.2 | 579.2 |
| Loans to Policyholders | 279.4 | 279.9 |
| Other Investments | 282.7 | 271.3 |
| Total Investments | 8,645.4 | 8,669.6 |
| Cash | 80.3 | 124.3 |
| Receivables from Policyholders (Allowance for Credit Losses: 2026 - $1.2; 2025 - $2.0) | 966.3 | 965.2 |
| Other Receivables | 181.8 | 184.7 |
| Deferred Policy Acquisition Costs | 675.0 | 655.4 |
| Goodwill | 783.5 | 1,250.7 |
| Current Income Tax Assets | 48.7 | 40.7 |
| Deferred Income Tax Assets | 97.2 | 96.9 |
| Other Assets | 381.5 | 410.7 |
| Assets of Consolidated Variable Interest Entity: |  |  |
| Fixed Maturities at Fair Value (Amortized Cost: 2026 - $44.7; 2025 - $41.7) | 44.7 | 42.1 |
| Short-term Investments at Cost which Approximates Fair Value | 9.4 | 14.4 |
| Cash | 0.9 | 1.7 |
| Receivables from Policyholders | 6.2 | 10.4 |
| Other Receivables | 0.5 | 0.4 |
| Deferred Policy Acquisition Costs | 0.8 | 1.3 |
| Deferred Income Tax Assets | 4.1 | 4.2 |
| Total Assets | $11,926.3 | $12,472.7 |

The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

**KEMPER CORPORATION AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

_(Dollars in millions, except per share amounts) · (Unaudited)_

| Line item | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| Liabilities and Shareholders’ Equity: |  |  |
| Insurance Reserves: |  |  |
| Life and Health | $3,278.1 | $3,287.5 |
| Property and Casualty | 3,065.1 | 2,910.8 |
| Total Insurance Reserves | 6,343.2 | 6,198.3 |
| Unearned Premiums | 1,227.5 | 1,233.1 |
| Policyholder Obligations | 541.1 | 608.0 |
| Deferred Income Tax Liabilities | — | 14.8 |
| Accrued Expenses and Other Liabilities | 651.7 | 762.6 |
| Long-term Debt, Non-Current, at Amortized Cost | 944.5 | 943.5 |
| Liabilities of Consolidated Variable Interest Entity: |  |  |
| Insurance Reserves | 31.1 | 29.4 |
| Unearned Premiums | 7.4 | 12.1 |
| Accrued Expenses and Other Liabilities | 2.5 | 1.5 |
| Total Liabilities | 9,749.0 | 9,803.3 |
| Kemper Corporation Shareholders’ Equity: |  |  |
| Common Stock, $0.10 Par Value, 100,000,000 Shares Authorized; 58,922,222 Shares Issued and Outstanding at June 30, 2026 and 58,666,644 Shares Issued and Outstanding at December 31, 2025 | 5.9 | 5.9 |
| Paid-in Capital | 1,738.5 | 1,723.9 |
| Retained Earnings | 653.7 | 1,157.8 |
| Accumulated Other Comprehensive Loss | (205.3) | (206.2) |
| Total Kemper Corporation Shareholders’ Equity | 2,192.8 | 2,681.4 |
| Noncontrolling Interest | (15.5) | (12.0) |
| Total Shareholders’ Equity | 2,177.3 | 2,669.4 |
| Total Liabilities and Shareholders’ Equity | $11,926.3 | $12,472.7 |

The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

**KEMPER CORPORATION AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

_(Dollars in millions) · (Unaudited)_

| Line item | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- |
| Cash Flows from Operating Activities: |  |  |
| Net (Loss) Income | $(470.4) | $166.8 |
| Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities: |  |  |
| Net Realized Investment Gains | (1.0) | (0.8) |
| Impairment Losses | 25.4 | 3.3 |
| Depreciation, Amortization and Impairments of Long-lived Assets | 23.2 | 25.5 |
| Change in Accumulated Undistributed Earnings of Equity Method Limited Liability Investments | (6.7) | 6.0 |
| Change in Fair Value of Equity and Convertible Securities | 3.0 | 0.4 |
| Goodwill Impairment | 460.0 | — |
| Changes in: |  |  |
| Receivables from Policyholders | 3.0 | (64.2) |
| Reinsurance Recoverables | 2.4 | 1.8 |
| Deferred Policy Acquisition Costs | (19.1) | (29.8) |
| Insurance Reserves | 189.1 | 87.3 |
| Unearned Premiums | (10.3) | 84.2 |
| Income Taxes | (23.2) | 18.4 |
| Other | (56.1) | (29.3) |
| Net Cash Provided by Operating Activities | 119.3 | 269.6 |
| Cash Flows from Investing Activities: |  |  |
| Proceeds from Sales, Calls and Maturities of Fixed Maturities | 582.8 | 525.4 |
| Proceeds from Sales or Paydowns of Investments: |  |  |
| Equity Securities | 20.7 | 12.0 |
| Real Estate Investments | 0.1 | — |
| Mortgage Loans | 78.2 | 53.5 |
| Other Investments | 10.9 | 12.6 |
| Purchases of Investments: |  |  |
| Fixed Maturities | (643.0) | (668.8) |
| Equity Securities | (24.0) | (77.4) |
| Real Estate Investments | (1.5) | (1.0) |
| Company-Owned Life Insurance | (1.6) | — |
| Mortgage Loans | (83.6) | (108.3) |
| Other Investments | (34.9) | (28.1) |
| Net Sales of Short-term Investments | 47.9 | 650.6 |
| Acquisition of Software and Long-lived Assets | (22.3) | (15.3) |
| Settlement Proceeds from Company-Owned Life Insurance | 6.3 | 2.9 |
| Other | 4.3 | 3.3 |
| Net Cash (Used in) Provided by Investing Activities | (59.7) | 361.4 |

The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

**KEMPER CORPORATION AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

_(Dollars in millions) · (Unaudited)_

| Line item | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- |
| Net Cash (Used in) Provided by Investing Activities (Carryforward from page 8) | (59.7) | 361.4 |
| Cash Flows from Financing Activities: |  |  |
| Repayment of Long-term Debt | — | (450.0) |
| Proceeds from Policyholder Contract Obligations | — | 30.0 |
| Repayment of Policyholder Contract Obligations | (68.1) | (26.7) |
| Proceeds from Shares Issued under Employee Stock Purchase Plan | 1.6 | 1.8 |
| Common Stock Repurchases | — | (32.5) |
| Dividends Paid | (37.6) | (41.0) |
| Other | (0.3) | (1.0) |
| Net Cash Used in Financing Activities | (104.4) | (519.4) |
| Net (decrease) increase in cash1 | (44.8) | 111.6 |
| Cash, Beginning of Year1 | 126.0 | 65.4 |
| Cash, End of Period1 | $81.2 | $177.0 |
| 1 Includes amounts attributable to Kemper Reciprocal reported as noncontrolling interest. |  |  |

The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

(Dollars in millions)

(Unaudited)

| Line item | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- |
| Cash paid during the year for: |  |  |
| Interest | $(17.4) | $(27.1) |
| Taxes | (17.4) | (22.2) |
| Operating Leases | (8.7) | (9.7) |
| Non-Cash Activities: |  |  |
| Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities | $5.9 | $16.6 |

KEMPER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions, except per share amounts)

(Unaudited)

_Three Months Ended June 30, 2026_

| Line item | Number of Shares | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total Shareholders’Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, March 31, 2026 | 58.8 | $5.9 | $1,732.6 | $1,137.8 | $(226.7) | $(14.5) | $2,635.1 |
| Net Loss | — | — | — | (464.8) | — | (1.2) | (466.0) |
| Other Comprehensive Income, Net of Taxes (Note 12) | — | — | — | — | 21.4 | (0.1) | 21.3 |
| Cash Dividends and Dividend Equivalents to Shareholders ($0.32 per share) | — | — | — | (19.3) | — | — | (19.3) |
| Shares Issued Under Employee Stock Purchase Plan (Note 13) | 0.1 | — | 0.8 | — | — | — | 0.8 |
| Equity-based Compensation Cost | — | — | 3.9 | — | — | — | 3.9 |
| Equity-based Awards, Net of Shares Exchanged | — | — | 1.2 | — | — | — | 1.2 |
| Other Changes in Noncontrolling Interest | — | — | — | — | — | 0.3 | 0.3 |
| Balance, June 30, 2026 | 58.9 | $5.9 | $1,738.5 | $653.7 | $(205.3) | $(15.5) | $2,177.3 |

_Three Months Ended June 30, 2025_

| Line item | Number of Shares | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total Shareholders’Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, March 31, 2025 | 64.0 | $6.4 | $1,863.6 | $1,308.9 | $(261.3) | $(6.1) | $2,911.5 |
| Net Income (Loss) | — | — | — | 72.6 | — | (2.8) | 69.8 |
| Other Comprehensive Income, Net of Taxes (Note 12) | — | — | — | — | 3.6 | 0.2 | 3.8 |
| Cash Dividends and Dividend Equivalents to Shareholders ($0.32 per share) | — | — | — | (20.8) | — | — | (20.8) |
| Repurchases of Common Stock (Note 13) | (0.4) | (0.1) | (13.1) | (15.3) | — | — | (28.5) |
| Shares Issued Under Employee Stock Purchase Plan (Note 13) | — | 0.1 | 1.0 | — | — | — | 1.1 |
| Equity-based Compensation Cost | — | — | 7.7 | — | — | — | 7.7 |
| Equity-based Awards, Net of Shares Exchanged | — | — | 0.1 | — | — | — | 0.1 |
| Other Changes in Noncontrolling Interest | — | — | — | — | — | 0.8 | 0.8 |
| Balance, June 30, 2025 | 63.6 | $6.4 | $1,859.3 | $1,345.4 | $(257.7) | $(7.9) | $2,945.5 |

The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

### KEMPER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

(In millions, except per share amounts)

(Unaudited)

_Six Months Ended June 30, 2026_

| Line item | Number of Shares | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total Shareholders’Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2025 | 58.7 | $5.9 | $1,723.9 | $1,157.8 | $(206.2) | $(12.0) | $2,669.4 |
| Net Loss | — | — | — | (466.5) | — | (3.9) | (470.4) |
| Other Comprehensive Income, Net of Taxes (Note 12) | — | — | — | — | 0.9 | (0.3) | 0.6 |
| Cash Dividends and Dividend Equivalents to Shareholders ($0.64 per share) | — | — | — | (37.6) | — | — | (37.6) |
| Shares Issued Under Employee Stock Purchase Plan (Note 13) | 0.1 | — | 1.6 | — | — | — | 1.6 |
| Equity-based Compensation Cost | — | — | 14.0 | — | — | — | 14.0 |
| Equity-based Awards, Net of Shares Exchanged | 0.1 | — | (1.0) | — | — | — | (1.0) |
| Other Changes in Noncontrolling Interest | — | — | — | — | — | 0.7 | 0.7 |
| Balance, June 30, 2026 | 58.9 | $5.9 | $1,738.5 | $653.7 | $(205.3) | $(15.5) | $2,177.3 |

_Six Months Ended June 30, 2025_

| Line item | Number of Shares | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total Shareholders’Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2024 | 63.9 | $6.4 | $1,854.9 | $1,231.6 | $(304.5) | $(4.1) | $2,784.3 |
| Net Income (Loss) | — | — | — | 172.3 | — | (5.5) | 166.8 |
| Other Comprehensive Income, Net of Taxes (Note 12) | — | — | — | — | 46.8 | 0.2 | 47.0 |
| Cash Dividends and Dividend Equivalents to Shareholders ($0.64 per share) | — | — | — | (41.0) | — | — | (41.0) |
| Repurchases of Common Stock (Note 13) | (0.5) | (0.1) | (14.9) | (17.5) | — | — | (32.5) |
| Shares Issued Under Employee Stock Purchase Plan (Note 13) | — | 0.1 | 1.8 | — | — | — | 1.9 |
| Equity-based Compensation Cost | — | — | 19.9 | — | — | — | 19.9 |
| Equity-based Awards, Net of Shares Exchanged | 0.2 | — | (2.4) | — | — | — | (2.4) |
| Other Changes in Noncontrolling Interest | — | — | — | — | — | 1.5 | 1.5 |
| Balance, June 30, 2025 | 63.6 | $6.4 | $1,859.3 | $1,345.4 | $(257.7) | $(7.9) | $2,945.5 |

The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

KEMPER CORPORATION AND SUBSIDIARIES

### NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

### Note 1 - Basis of Presentation and Accounting Policies

The unaudited Condensed Consolidated Financial Statements include the accounts of Kemper Corporation (“Kemper”) and its subsidiaries which include property and casualty insurance subsidiaries and life insurance subsidiaries (collectively referred to herein as the “Company”), and a variable interest entity (“VIE”) in which the Company is considered the primary beneficiary.

The unaudited Condensed Consolidated Financial Statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) on a basis consistent with reporting interim financial information pursuant to the rules and regulations for Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and include the accounts of Kemper Corporation, its subsidiaries, and a VIE in which the Company is considered the primary beneficiary. All intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation.

Certain financial information that is included in the annual financial statements, including certain financial statement footnote disclosures prepared in accordance with GAAP, is not required by the rules and regulations of the SEC for interim financial reporting and has been condensed or omitted. In the opinion of the Company’s management, the Condensed Consolidated Financial Statements include all adjustments necessary to fairly present the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements requires significant management estimates. Due to this factor and other factors, such as the seasonal nature of some portions of the insurance business, annualizing the results of operations for the six months ended June 30, 2026 would not necessarily be indicative of the results expected for the full fiscal year. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements and related notes included in Kemper’s Annual Report for the year ended December 31, 2025.

#### Adoption of New Accounting Guidance

The Company has adopted all recently issued accounting pronouncements with effective dates prior to July 1, 2026. There were no adoptions of such accounting pronouncements during the six months ended June 30, 2026 that had a material impact on the Company’s interim Condensed Consolidated Financial Statements.

Guidance Not Yet Adopted

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06 Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. For SEC registrants, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company will monitor the removal of various requirements from the current regulations in order to determine when to adopt the related amendments, but does not anticipate the adoption of the new guidance will have a material impact on the Company’s Condensed Consolidated Financial Statements. The Company will continue to evaluate the impact of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 Disaggregation of Income Statement Expenses, which requires companies to disclose, within the financial statement footnotes, the amount of inventory purchases, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities that contribute to each income statement expense line item, as well as the amount of selling expenses incurred during each reporting period. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06 Targeted Improvements to the Accounting for Internal-Use Software, which replaces the existing project stage model with a principles-based approach. Software costs are capitalized when management has committed funding, and it is probable the project will be completed and used as intended. ASU 2025-06 also aligns disclosure requirements with those for property, plant, and equipment, eliminates separate intangible asset disclosures, and supersedes guidance on website development costs. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 1 - Basis of Presentation and Accounting Policies (Continued)

In December 2025, the FASB issued ASU 2025-11 Narrow-Scope Improvements, which clarifies the scope and application of interim reporting requirements. The amendments enhance guidance on the form and content of interim financial statements, and consolidate required interim disclosures across the Codification, including a new disclosure principle requiring entities to describe events or changes since the last annual reporting period that have a material impact on interim results. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its interim condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12 Codification Improvements, which include technical corrections, clarifications, and other minor amendments intended to improve the consistency and usability of the FASB Accounting Standards Codification. The Amendments address a variety of topics and are not intended to change existing accounting conclusions. ASU 2025-12 is effective for annual periods beginning after December 15, 2026, and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

### Note 2 - Net (Loss) Income Per Unrestricted Share

A reconciliation of the numerator and denominator used in the calculation of Basic Net (Loss) Income Per Unrestricted Share and Diluted Net (Loss) Income Per Unrestricted Share for the three and six months ended June 30, 2026 and 2025 is presented below.

| (Dollars in Millions, except per share amounts) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Net (Loss) Income attributable to Kemper Corporation | $(464.8) | $72.6 | $(466.5) | $172.3 |
| Shares in Thousands |  |  |  |  |
| Weighted-average Unrestricted Shares Outstanding | 58,866.0 | 63,938.9 | 58,804.7 | 63,912.9 |
| Equity-based Compensation Equivalent Shares | — | 661.2 | — | 713.6 |
| Weighted-average Unrestricted Shares and Equivalent Shares Outstanding Assuming Dilution | 58,866.0 | 64,600.1 | 58,804.7 | 64,626.5 |
| Net (Loss) Income attributable to Kemper Corporation per Unrestricted Share: |  |  |  |  |
| (Per Unrestricted Share in Whole Dollars) |  |  |  |  |
| Basic Net (Loss) Income Per Unrestricted Share | $(7.90) | $1.13 | $(7.93) | $2.69 |
| Diluted Net (Loss) Income Per Unrestricted Share | $(7.90) | $1.12 | $(7.93) | $2.66 |

The number of shares of Kemper common stock that were excluded from the calculations of Equity-based Compensation Equivalent Shares and Weighted-average Unrestricted Shares and Equivalent Shares Outstanding Assuming Dilution because the effect of inclusion would be anti-dilutive was 1.8 million and 1.2 million for the three months ended June 30, 2026 and 2025, respectively, and 1.9 million and 1.1 million for the six months ended June 30, 2026 and 2025, respectively.

### Note 3 - Goodwill

Goodwill balances by business segment at June 30, 2026 and December 31, 2025 were:

| (Dollars in Millions) | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| Specialty Property & Casualty Insurance | $575.8 | $1,043.0 |
| Life Insurance | 207.7 | 207.7 |
| Total | $783.5 | $1,250.7 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 3 - Goodwill (Continued)

During the second quarter of 2026, the Company concluded that recent operational challenges within the Specialty Property & Casualty reporting unit and the sustained decline in the Company’s share price were triggering events requiring a goodwill impairment assessment for all reporting units. As a result, the fair value of each reporting unit was determined using a combination of available market information, market comparisons and a discounted cash flow valuation method based on the present value of future earnings. To corroborate each reporting unit's valuation, the Company performed a reconciliation of the estimated aggregate fair value of all reporting units to the Company's market capitalization, including consideration of a control premium. This reconciliation provided an indication that, in total, assumptions and estimates were reasonable. The fair value calculated in the second quarter of 2026 for the Specialty Property & Casualty business was lower than the carrying value of the reporting unit, resulting in an impairment of $460.0 million. All the goodwill that was impaired was not tax deductible. The impairment was primarily due to the market’s perceived risk of the Company’s ability to achieve its future cash flow projections. Future sustained declines in the overall market value of the Company’s share price and a continued decline in operational performance may provide an indication that the fair value of one or more reporting units has declined below its carrying value.

The goodwill impairment is reported separately in the Condensed Consolidated Statements of (Loss) Income for the three and six months ended June 30, 2026, with a corresponding reduction to Goodwill in the Condensed Consolidated Balance Sheet as of June 30, 2026.

On April 1, 2026, the Company completed the sale of Newins Insurance Agency Holdings, LLC and its subsidiaries (“Newins”), a small distribution business within its Specialty Property & Casualty Insurance segment to Freeway Insurance Services America, LLC. The sale included approximately $14.9 million of assets, of which $7.2 million related to goodwill. In connection with the sale, a pre-tax gain of $7.5 million was recorded during the second quarter of 2026, subject to final closing adjustments. The gain is reflected in Insurance and Other Expenses in the Condensed Consolidated Statements of (Loss) Income.

### Note 4 - Business Segments

The Company is engaged, through its subsidiaries, in the property and casualty insurance and life and health insurance businesses. The Company conducts its operations through two operating segments: Specialty Property & Casualty Insurance (“Specialty”) and Life Insurance (“Life”).

The Specialty Property & Casualty Insurance segment’s principal products are specialty personal automobile and commercial automobile insurance. These products are distributed primarily through independent agents and brokers. The Life Insurance segment’s principal products are individual life, accident, supplemental health and property insurance. Career agents employed by the Company distribute these products. Corporate and Other operations include interest expense, board of directors’ fees, general corporate expenses incurred by the Company which are not allocated to other businesses, and eliminations of certain inter-segment amounts. Non-Core Operations includes the results of the Preferred Insurance business which the Company expects to fully exit.

Segment Adjusted Net Operating Income

The Company analyzes the operating performance of each segment using segment adjusted net operating income. Segment adjusted net operating income does not equate to “net (loss) income” as determined in accordance with U.S. GAAP but is the measure of segment profit or loss used by the Company’s Chief Operating Decision Maker (“CODM”), our President and CEO, to evaluate segment performance and allocate resources, and consistent with authoritative guidance, is the measure of segment performance presented below. Segment adjusted net operating income is calculated by adjusting each segment’s income after income taxes for the following items:

(i) Change in Fair Value of Equity and Convertible Securities;

(ii) Net Realized Investment Gains (Losses);

(iii) Impairment Losses;

(iv) Acquisition and Disposition Related Transaction, Integration, Restructuring and Other Costs;

(v) Debt Extinguishment and Other Charges;

(vi) Goodwill Impairment;

(vii) Non-Core Operations; and

(viii) Significant non-recurring or infrequent items that may not be indicative of ongoing operations

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 4 - Business Segments (Continued)

These items are important to an understanding of overall results of operations. Segment adjusted net operating income is not a substitute for income determined in accordance with U.S. GAAP, and the Company’s definition of segment adjusted net operating income may differ from that used by other companies. The Company, however, believes that the presentation of segment adjusted net operating income, as measured for management purposes, enhances the understanding of results of operations by highlighting the underlying profitability factors of its businesses.

Total Segment, Corporate and Other, and Non-Core Operations assets at June 30, 2026 and December 31, 2025 were:

| (Dollars in Millions) | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| Segment Assets: |  |  |
| Specialty Property & Casualty Insurance1, 2 | $6,525.1 | $6,932.8 |
| Life Insurance | 4,780.2 | 4,839.5 |
| Total Segment Assets | 11,305.3 | 11,772.3 |
| Corporate and Other | 265.9 | 332.3 |
| Non-Core Operations | 355.1 | 368.1 |
| Total Assets1 | $11,926.3 | $12,472.7 |
| 1 Includes $66.6 million and $74.5 million attributable to Kemper Reciprocal as of June 30, 2026 and December 31, 2025, respectively, which is reported as a consolidated VIE. |  |  |
| 2 During the second quarter of 2026, the Company recorded goodwill impairment of $460.0 million related to the Specialty Property & Casualty Insurance segment. See Note 3, "Goodwill" to the Condensed Consolidated Financial Statements for more information. |  |  |

Earned Premiums by product line, including a reconciliation to Total Earned Premiums, for the three and six months ended June 30, 2026 and 2025 were:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Specialty Property & Casualty Insurance: |  |  |  |  |
| Personal Automobile | $647.4 | $789.3 | $1,294.4 | $1,543.0 |
| Commercial Automobile | 249.2 | 221.5 | 487.4 | 430.0 |
| Total Specialty Property & Casualty Insurance | 896.6 | 1,010.8 | 1,781.8 | 1,973.0 |
| Life Insurance: |  |  |  |  |
| Life | 87.5 | 84.8 | 173.1 | 168.5 |
| Accident and Health | 5.4 | 5.4 | 10.7 | 10.9 |
| Property | 9.8 | 10.3 | 19.7 | 20.8 |
| Total Life Insurance | 102.7 | 100.5 | 203.5 | 200.2 |
| Total Segment Earned Premiums | 999.3 | 1,111.3 | 1,985.3 | 2,173.2 |
| Non-Core Operations | 12.3 | 19.5 | 25.6 | 45.5 |
| Total Earned Premiums | $1,011.6 | $1,130.8 | $2,010.9 | $2,218.7 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 4 - Business Segments (Continued)

Segment Revenues, including a reconciliation to Total Revenues, for the three and six months ended June 30, 2026 and 2025 were:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Segment Revenues: |  |  |  |  |
| Specialty Property & Casualty Insurance: |  |  |  |  |
| Earned Premiums | $896.6 | $1,010.8 | $1,781.8 | $1,973.0 |
| Net Investment Income | 53.7 | 49.6 | 109.0 | 100.1 |
| Other Income | 1.3 | 2.7 | 4.0 | 4.0 |
| Total Specialty Property & Casualty Insurance | 951.6 | 1,063.1 | 1,894.8 | 2,077.1 |
| Life Insurance: |  |  |  |  |
| Earned Premiums | 102.7 | 100.5 | 203.5 | 200.2 |
| Net Investment Income | 49.3 | 44.7 | 98.0 | 93.1 |
| Other Income | 0.4 | 0.3 | 0.7 | 1.0 |
| Total Life Insurance | 152.4 | 145.5 | 302.2 | 294.3 |
| Total Segment Revenues | 1,104.0 | 1,208.6 | 2,197.0 | 2,371.4 |
| Change in Fair Value of Equity and Convertible Securities | (1.7) | (0.5) | (3.0) | (0.4) |
| Non-Core Operations | 14.4 | 21.3 | 29.8 | 49.2 |
| Net Realized Investment Gains (Losses), Impairment Losses, and Other1 | (24.0) | (3.8) | (23.9) | (1.6) |
| Total Revenues | $1,092.7 | $1,225.6 | $2,199.9 | $2,418.6 |
| 1 During the fourth quarter of 2025, the Company elected to change the presentation of Net Realized Investment Gains (Losses), Impairment Losses, and Other by combining them into a single line item. Prior-period amounts have been recast to conform to the current-period presentation. |  |  |  |  |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 4 - Business Segments (Continued)

Significant Segment Expenses that were regularly provided to the CODM for the three and six months ended June 30, 2026 and 2025 were:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Segment Expenses: |  |  |  |  |
| Specialty Property & Casualty Insurance: |  |  |  |  |
| Current Year |  |  |  |  |
| Non-catastrophe Losses and LAE | $732.7 | $730.1 | $1,475.5 | $1,412.4 |
| Catastrophe Losses and LAE | 6.1 | 5.3 | 7.4 | 9.1 |
| Prior Years |  |  |  |  |
| Non-catastrophe Losses and LAE | 9.1 | 13.6 | 12.3 | 14.1 |
| Catastrophe Losses and LAE | 0.1 | 0.4 | 0.5 | 0.6 |
| Total Incurred Losses and LAE | 748.0 | 749.4 | 1,495.7 | 1,436.2 |
| Policy Acquisition Costs1 | 122.5 | 140.1 | 245.4 | 272.4 |
| Business Unit Operating Costs2 | 29.1 | 40.7 | 67.1 | 78.4 |
| Corporate Overhead Costs3 | 32.7 | 34.0 | 68.0 | 69.1 |
| Total Insurance Expenses | 184.3 | 214.8 | 380.5 | 419.9 |
| Income Tax Expense | 3.5 | 19.9 | 2.7 | 44.1 |
| Total Specialty Property & Casualty Insurance | 935.8 | 984.1 | 1,878.9 | 1,900.2 |
| Life Insurance: |  |  |  |  |
| Policyholders’ Benefits and Incurred Losses and LAE | 63.5 | 63.5 | 127.5 | 125.7 |
| Policy Acquisition Costs1 | 34.0 | 35.2 | 63.3 | 64.9 |
| Business Unit Operating Costs2 | 24.9 | 24.0 | 51.2 | 51.5 |
| Corporate Overhead Costs3 | 8.4 | 8.5 | 17.4 | 17.7 |
| Total Insurance Expenses | 67.3 | 67.7 | 131.9 | 134.1 |
| Income Tax Expense | 3.3 | 1.7 | 6.5 | 4.7 |
| Total Life Insurance | 134.1 | 132.9 | 265.9 | 264.5 |
| Total Segment Expenses | $1,069.9 | $1,117.0 | $2,144.8 | $2,164.7 |
| 1 Policy acquisition costs primarily represents commissions and premium taxes that are incurred by the Company as a result of underwriting insurance policies and reflect the impacts of deferral and amortization of certain of these costs in accordance with the Company’s accounting policies. |  |  |  |  |
| 2 Business unit operating costs are general expenses incurred by the Company's segments as part of ongoing operations and includes employee, IT, and facilities expenses. |  |  |  |  |
| 3 Corporate overhead costs represents general expenses and other shared service expenses which are allocated across the Company. |  |  |  |  |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 4 - Business Segments (Continued)

Total Segment Adjusted Net Operating Income, including a reconciliation to Net (Loss) Income attributable to Kemper Corporation, for the three and six months ended June 30, 2026 and 2025 was:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Segment Adjusted Net Operating Income: |  |  |  |  |
| Specialty Property & Casualty Insurance |  |  |  |  |
| Revenues | $951.6 | $1,063.1 | $1,894.8 | $2,077.1 |
| Expenses | (935.8) | (984.1) | (1,878.9) | (1,900.2) |
| Specialty Property & Casualty Insurance Adjusted Net Operating Income | 15.8 | 79.0 | 15.9 | 176.9 |
| Life Insurance |  |  |  |  |
| Revenues | 152.4 | 145.5 | 302.2 | 294.3 |
| Expenses | (134.1) | (132.9) | (265.9) | (264.5) |
| Life Insurance Adjusted Net Operating Income | 18.3 | 12.6 | 36.3 | 29.8 |
| Total Segment Adjusted Net Operating Income | 34.1 | 91.6 | 52.2 | 206.7 |
| Corporate and Other Adjusted Net Operating Loss | (9.0) | (10.3) | (17.3) | (21.7) |
| Less: Net Loss attributable to Noncontrolling Interest | (1.2) | (2.8) | (3.9) | (5.5) |
| Net Income (Loss) From: |  |  |  |  |
| Change in Fair Value of Equity and Convertible Securities | (1.4) | (0.4) | (2.4) | (0.3) |
| Net Realized Investment Gains (Losses) | 0.5 | (0.1) | 0.8 | 0.6 |
| Impairment Losses | (18.8) | (2.8) | (20.1) | (2.6) |
| Acquisition and Disposition Related Transaction, Integration, Restructuring and Other Costs | (11.6) | (3.8) | (16.6) | (8.0) |
| Debt Extinguishment and Other Charges | — | — | — | 0.4 |
| Goodwill Impairment | (460.0) | — | (460.0) | — |
| Non-Core Operations | 0.2 | (4.4) | (7.0) | (8.3) |
| Net (Loss) Income attributable to Kemper Corporation | $(464.8) | $72.6 | $(466.5) | $172.3 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 5 - Property and Casualty Insurance Reserves

Property and Casualty Insurance Reserve activity for the six months ended June 30, 2026 and 2025 was:

| (Dollars in Millions) | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- |
| Property and Casualty Insurance Reserves: |  |  |
| Gross of Reinsurance at Beginning of Year | $2,910.8 | $2,611.9 |
| Less: Reinsurance Recoverables at Beginning of Year | 25.6 | 24.3 |
| Property and Casualty Insurance Reserves, Net of Reinsurance at Beginning of Year | 2,885.2 | 2,587.6 |
| Incurred Losses and LAE related to: |  |  |
| Current Year | 1,491.4 | 1,440.4 |
| Prior Years | 15.9 | 14.4 |
| Total Incurred Losses and LAE | 1,507.3 | 1,454.8 |
| Paid Losses and LAE related to: |  |  |
| Current Year | 511.3 | 535.1 |
| Prior Years | 838.5 | 866.8 |
| Total Paid Losses and LAE | 1,349.8 | 1,401.9 |
| Property and Casualty Insurance Reserves, Net of Reinsurance at End of Period | 3,042.7 | 2,640.5 |
| Plus: Reinsurance Recoverables at End of Period | 22.4 | 24.2 |
| Property and Casualty Insurance Reserves, Gross of Reinsurance at End of Period | $3,065.1 | $2,664.7 |

Property and Casualty Insurance Reserves are estimated based on historical experience patterns and current economic trends. Actual loss experience and loss trends may differ from these historical experience patterns and economic conditions. Loss experience and loss trends emerge over several years from the dates of loss inception. The Company monitors such emerging loss trends on a quarterly basis. Changes in such estimates are included in the Condensed Consolidated Statements of (Loss) Income in the period of change. Additionally, the Company reviews if any premium revisions are appropriate as a result of any incurred losses and loss adjustment expenses (“LAE”) related to prior years recorded in the current period. For the six months ended June 30, 2026 and 2025, no premium revisions were deemed necessary solely as a result of any incurred losses or LAE related to prior years recorded in the current year.

For the six months ended June 30, 2026, the net adverse prior year development of $15.9 million included $23.9 million of adverse development on prior accident years attributable to evolving loss patterns and higher defense costs associated with attorney-represented bodily injury coverages in the Commercial Automobile product line, partially offset by favorable development on other coverages and lower losses stemming from litigated matters.

For the six months ended June 30, 2025, the net adverse prior year development of $14.4 million included $24.0 million of adverse development on prior accident years attributable to evolving loss patterns and higher defense costs associated with attorney-represented bodily injury coverages and higher than expected development on litigated matters related to prior year claims in the Commercial Automobile product line. This adverse development was partially offset by $10.1 million of favorable reserve development on prior accident years primarily related to improved loss patterns on policies with personal injury protection coverage and partially offset by adverse development on litigated matters in the Specialty Personal Automobile product line.

The Company cannot predict whether loss and LAE reserves will develop favorably or unfavorably from the amounts reported in the Condensed Consolidated Financial Statements. Any such development could have a material effect on the Company’s consolidated financial results for a given period.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 6 - Liability for Future Policyholder Benefits

The Company’s Life Insurance Reserves are reported using the Company’s estimate of its liability for future policyholder benefits. The liability for future policyholder benefits is grouped by contract type and issue year into cohorts consistent with the grouping used in estimating the associated liability. Significant assumption inputs to the calculation of the liability for future policyholder benefits include mortality, lapses, and discount rates (both accretion and current). The liability is adjusted for differences between actual and expected experience.

The following tables summarize balances and changes in the present value of expected net premiums, present value of expected future policyholder benefits and net liability for future policyholder benefits as of and for the three and six months ended June 30, 2026 and 2025:

| (Dollars in Millions) | Three Months Ended / Jun 30, 2026 | Three Months Ended / Jun 30, 2025 | Six Months Ended / Jun 30, 2026 | Six Months Ended / Jun 30, 2025 |
| --- | --- | --- | --- | --- |
| Balance, Beginning of Period | $681.8 | $668.2 | $672.6 | $646.1 |
| Beginning Balance at Original Discount Rate | $704.4 | $695.0 | $686.6 | $681.0 |
| Effect of Changes in Cash Flow Assumptions | — | — | — | — |
| Effect of Actual Variances from Expected Experience | 1.8 | 6.9 | 11.2 | 16.7 |
| Adjusted Beginning of Period Balance | 706.2 | 701.9 | 697.8 | 697.7 |
| Issuances | 27.2 | 20.3 | 53.0 | 40.7 |
| Interest Accrual | 7.4 | 7.5 | 14.7 | 14.8 |
| Net Premiums Collected | (25.1) | (24.1) | (49.8) | (47.6) |
| Ending Balance at Original Discount Rate | 715.7 | 705.6 | 715.7 | 705.6 |
| Effect of Changes in Discount Rate Assumptions | (22.2) | (22.5) | (22.2) | (22.5) |
| Balance, End of Period | $693.5 | $683.1 | $693.5 | $683.1 |
| Balance, Beginning of Period | $3,295.2 | $3,333.5 | $3,348.5 | $3,295.9 |
| Beginning Balance at Original Discount Rate | $3,825.6 | $3,823.5 | $3,806.6 | $3,812.1 |
| Effect of Changes in Cash Flow Assumptions | — | — | — | — |
| Effect of Actual Variances from Expected Experience | (0.1) | 6.7 | 8.9 | 16.7 |
| Adjusted Beginning of Period Balance | 3,825.5 | 3,830.2 | 3,815.5 | 3,828.8 |
| Issuances | 27.1 | 20.7 | 52.9 | 41.1 |
| Interest Accrual | 41.8 | 42.0 | 83.5 | 84.0 |
| Benefit Payments | (55.9) | (58.6) | (113.4) | (119.6) |
| Ending Balance at Original Discount Rate | 3,838.5 | 3,834.3 | 3,838.5 | 3,834.3 |
| Effect of Changes in Discount Rate Assumptions | (506.7) | (490.9) | (506.7) | (490.9) |
| Balance, End of Period | $3,331.8 | $3,343.4 | $3,331.8 | $3,343.4 |
| Net Liability for Future Policyholder Benefits, pre-flooring | $2,638.3 | $2,660.3 | $2,638.3 | $2,660.3 |
| Cumulative impact of flooring the future Policyholder Benefits Reserve | — | — | — | — |
| Net Liability for Future Policyholder Benefits, post-flooring | 2,638.3 | 2,660.3 | 2,638.3 | 2,660.3 |
| Less: Reinsurance Recoverable | — | — | — | — |
| Net Liability for Future Policyholder Benefits, After Reinsurance Recoverable | $2,638.3 | $2,660.3 | $2,638.3 | $2,660.3 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 6 - Liability for Future Policyholder Benefits (Continued)

The weighted-average liability duration of the liability for future policyholder benefits as calculated under current rates is as follows:

| Line item | Jun 30, 2026 | Jun 30, 2025 |
| --- | --- | --- |
| Weighted-Average Liability Duration of the Liability for Future Policyholder Benefits (Years) | 13.4 | 13.7 |

The reconciliation of the net liability for future policyholder benefits to Life and Health Insurance Reserves in the Condensed Consolidated Balance Sheets is as follows:

| (Dollars in Millions) | Jun 30, 2026 | Jun 30, 2025 |
| --- | --- | --- |
| Net Liability for Future Policyholder Benefits, post-flooring | $2,638.3 | $2,660.3 |
| Deferred Profit Liability | 510.3 | 444.5 |
| Other1 | 129.5 | 130.5 |
| Total Life and Health Insurance Reserves | $3,278.1 | $3,235.3 |
| 1Other primarily consists of Accident and Health and Universal Life reserves |  |  |

The amounts of expected undiscounted future benefit payments, expected undiscounted future gross premiums and expected discounted future gross premiums, are as follows:

| (Dollars in Millions) | Jun 30, 2026 | Jun 30, 2025 |
| --- | --- | --- |
| Expected Future Benefit Payments, undiscounted | $10,067.6 | $10,162.1 |
| Expected Future Gross Premiums, undiscounted | $3,938.1 | $4,015.8 |
| Expected Future Gross Premiums, discounted | $2,641.2 | $2,691.6 |

The amount of revenue and interest recognized on life insurance products in the Condensed Consolidated Statements of (Loss) Income is as follows:

| (Dollars in Millions) | Three Months Ended / Jun 30, 2026 | Three Months Ended / Jun 30, 2025 | Six Months Ended / Jun 30, 2026 | Six Months Ended / Jun 30, 2025 |
| --- | --- | --- | --- | --- |
| Gross Premiums or Assessments | $99.4 | $98.8 | $200.9 | $200.5 |
| Interest Expense | $34.3 | $34.4 | $68.8 | $69.1 |

The weighted-average interest rate is as follows:

| Line item | Jun 30, 2026 | Jun 30, 2025 |
| --- | --- | --- |
| Interest Accretion Rate | 4.50% | 4.50% |
| Current Discount Rate | 5.83% | 5.74% |

Significant assumption inputs to the calculation of the liability for future policyholder benefits include mortality, lapses, and discount rates (both accretion and current). The Company did not make any changes to mortality and lapse assumptions during the six months ended June 30, 2026 and 2025. Market data that underlies current discount rates was updated as of June 30, 2026.

The balances of and changes in Deferred Profit Liability as of and for the periods indicated are as follows:

| (Dollars in Millions) | Six Months Ended / Jun 30, 2026 | Six Months Ended / Jun 30, 2025 |
| --- | --- | --- |
| Balance, Beginning of Year | $481.7 | $412.1 |
| Profits Deferred | 77.0 | 79.6 |
| Interest Accrual | 11.2 | 9.7 |
| Amortization | (58.9) | (57.6) |
| Effect of Actual Variances from Expected Experience and Other Changes | (0.7) | 0.7 |
| Balance, End of Period | $510.3 | $444.5 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 7 - Investments

Fixed Maturities

The amortized cost and fair values of the Company’s Investments in Fixed Maturities at June 30, 2026 and December 31, 2025 were:

_June 30, 2026_

| (Dollars in Millions) | Amortized Cost | Gross Unrealized / Gains | Gross Unrealized / Losses | Allowance for Expected Credit Losses | Fair Value |
| --- | --- | --- | --- | --- | --- |
| U.S. Government and Government Agencies and Authorities | $725.7 | $1.4 | $(85.3) | — | $641.8 |
| States and Political Subdivisions | 1,412.9 | 1.1 | (180.7) | — | 1,233.3 |
| Foreign Governments | 8.4 | 0.2 | (0.1) | — | 8.5 |
| Corporate Securities: |  |  |  |  |  |
| Bonds and Notes | 4,185.3 | 8.4 | (464.6) | (18.8) | 3,710.3 |
| Redeemable Preferred Stocks | 9.5 | 0.3 | — | — | 9.8 |
| Collateralized Loan Obligations | 781.5 | 1.1 | (9.2) | (4.6) | 768.8 |
| Other Mortgage- and Asset-backed | 371.8 | 0.7 | (23.9) | — | 348.6 |
| Investments in Fixed Maturities | $7,495.1 | $13.2 | $(763.8) | $(23.4) | $6,721.1 |

_December 31, 2025_

| (Dollars in Millions) | Amortized Cost | Gross Unrealized / Gains | Gross Unrealized / Losses | Allowance for Expected Credit Losses | Fair Value |
| --- | --- | --- | --- | --- | --- |
| U.S. Government and Government Agencies and Authorities | $702.0 | $3.2 | $(82.8) | — | $622.4 |
| States and Political Subdivisions | 1,437.3 | 1.8 | (185.7) | (0.2) | 1,253.2 |
| Foreign Governments | 10.7 | 0.4 | (0.1) | — | 11.0 |
| Corporate Securities: |  |  |  |  |  |
| Bonds and Notes | 4,089.8 | 11.4 | (433.5) | (17.4) | 3,650.3 |
| Redeemable Preferred Stocks | 9.8 | 0.4 | — | — | 10.2 |
| Collateralized Loan Obligations | 850.8 | 2.5 | (7.8) | (2.5) | 843.0 |
| Other Mortgage- and Asset-backed | 375.3 | 1.1 | (23.2) | — | 353.2 |
| Investments in Fixed Maturities | $7,475.7 | $20.8 | $(733.1) | $(20.1) | $6,743.3 |

Accrued interest excluded from the amortized cost of fixed maturities total $73.5 million and $75.3 million as of June 30, 2026 and December 31, 2025, respectively, and is reported within Other Receivables on the Condensed Consolidated Balance Sheets. The Company monitors accrued interest and writes off amounts when they are not expected to be received.

There were $3.0 million and $1.6 million of unsettled sales of Investments in Fixed Maturities included in Other Receivables at June 30, 2026 and December 31, 2025, respectively. Accrued Expenses and Other Liabilities included $4.2 million and $42.7 million of unsettled purchases of Investments in Fixed Maturities as of June 30, 2026 and December 31, 2025, respectively.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 7 - Investments (Continued)

The amortized cost and estimated fair values of the Company’s Investments in Fixed Maturities at June 30, 2026 by contractual maturity were:

| (Dollars in Millions) | Amortized Cost | Fair Value |
| --- | --- | --- |
| Due in One Year or Less | $227.4 | $212.0 |
| Due after One Year to Five Years | 1,092.7 | 1,047.4 |
| Due after Five Years to Ten Years | 912.9 | 839.9 |
| Due after Ten Years | 3,520.4 | 2,988.3 |
| Mortgage- and Asset-backed Securities Not Due at a Single Maturity Date | 1,741.7 | 1,633.5 |
| Investments in Fixed Maturities | $7,495.1 | $6,721.1 |

The expected maturities of the Company’s Investments in Fixed Maturities may differ from the contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Investments in Mortgage- and Asset-backed Securities Not Due at a Single Maturity Date at June 30, 2026 consisted of securities issued by the Government National Mortgage Association with a fair value of $453.3 million, securities issued by the Federal National Mortgage Association with a fair value of $41.7 million, securities issued by the Federal Home Loan Mortgage Corporation with a fair value of $21.1 million and securities of other non-governmental issuers with a fair value of $1,117.4 million.

An aging of unrealized losses on the Company’s Investments in Fixed Maturities at June 30, 2026 is presented below.

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Less Than 12 Months |  |  |  | 12 Months or Longer |  |  |  | Total |  |  |  |
| (Dollars in Millions) | FairValue |  | UnrealizedLosses |  | FairValue |  | UnrealizedLosses |  | FairValue |  | UnrealizedLosses |  |
| Fixed Maturities: |  |  |  |  |  |  |  |  |  |  |  |  |
| U.S. Government and Government Agencies and Authorities | $ | $143.4 | $ | $(1.5) | $ | $359.2 | $ | $(83.8) | $ | $502.6 | $ | $(85.3) |
| States and Political Subdivisions | 121.0 |  | (2.2) |  | 1,027.7 |  | (178.5) |  | 1,148.7 |  | (180.7) |  |
| Foreign Governments | 1.7 |  | — |  | 0.5 |  | (0.1) |  | 2.2 |  | (0.1) |  |
| Corporate Securities: |  |  |  |  |  |  |  |  |  |  |  |  |
| Bonds and Notes | 518.8 |  | (9.3) |  | 2,710.1 |  | (455.3) |  | 3,228.9 |  | (464.6) |  |
| Redeemable Preferred Stocks | — |  | — |  | 2.0 |  | — |  | 2.0 |  | — |  |
| Collateralized Loan Obligations | 309.7 |  | (2.7) |  | 55.6 |  | (6.5) |  | 365.3 |  | (9.2) |  |
| Other Mortgage- and Asset-backed | 43.4 |  | (1.1) |  | 230.9 |  | (22.8) |  | 274.3 |  | (23.9) |  |
| Total Fixed Maturities | $ | $1,138.0 | $ | $(16.8) | $ | $4,386.0 | $ | $(747.0) | $ | $5,524.0 | $ | $(763.8) |

Investment-grade fixed maturity investments comprised $752.2 million and below-investment-grade fixed maturity investments comprised $11.6 million of the unrealized losses on investments in fixed maturities at June 30, 2026. For below-investment-grade fixed maturity investments in an unrealized loss position, the unrealized loss amount, on average, was approximately 2.4% of the amortized cost basis of the investment.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 7 - Investments (Continued)

An aging of unrealized losses on the Company’s Investments in Fixed Maturities at December 31, 2025 is presented below.

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Less Than 12 Months |  |  |  | 12 Months or Longer |  |  |  | Total |  |  |  |
| (Dollars in Millions) | FairValue |  | UnrealizedLosses |  | FairValue |  | UnrealizedLosses |  | FairValue |  | UnrealizedLosses |  |
| Fixed Maturities: |  |  |  |  |  |  |  |  |  |  |  |  |
| U.S. Government and Government Agencies and Authorities | $ | $3.1 | $ | — | $ | $380.3 | $ | $(82.8) | $ | $383.4 | $ | $(82.8) |
| States and Political Subdivisions | 86.2 |  | (2.4) |  | 1,063.3 |  | (183.3) |  | 1,149.5 |  | (185.7) |  |
| Foreign Governments | 1.0 |  | — |  | 0.5 |  | (0.1) |  | 1.5 |  | (0.1) |  |
| Corporate Securities: |  |  |  |  |  |  |  |  |  |  |  |  |
| Bonds and Notes | 353.0 |  | (5.4) |  | 2,759.5 |  | (428.1) |  | 3,112.5 |  | (433.5) |  |
| Redeemable Preferred Stocks | — |  | — |  | 2.0 |  | — |  | 2.0 |  | — |  |
| Collateralized Loan Obligations | 238.2 |  | (1.2) |  | 61.7 |  | (6.6) |  | 299.9 |  | (7.8) |  |
| Other Mortgage- and Asset-backed | 24.7 |  | (0.5) |  | 249.5 |  | (22.7) |  | 274.2 |  | (23.2) |  |
| Total Fixed Maturities | $ | $706.2 | $ | $(9.5) | $ | $4,516.8 | $ | $(723.6) | $ | $5,223.0 | $ | $(733.1) |

Investment-grade fixed maturity investments comprised $719.6 million and below-investment-grade fixed maturity investments comprised $13.6 million of the unrealized losses on investments in fixed maturities at December 31, 2025. For below-investment-grade fixed maturity investments in an unrealized loss position, the unrealized loss amount, on average, was approximately 3.3% of the amortized cost basis of the investment.

Fixed Maturities - Expected Credit Losses

The following tables set forth the change in allowance for credit losses on fixed maturities available-for-sale by major security type for the six months ended June 30, 2026 and 2025.

_Six Months Ended June 30, 2026_

| Line item | States and Political Subdivisions | Corporate Bonds and Notes | Total |
| --- | --- | --- | --- |
| (Dollars in Millions) |  |  |  |
| Balance, Beginning of Year | $0.2 | $19.9 | $20.1 |
| Additions for Securities for which No Previous Expected Credit Losses were Recognized | — | 2.9 | 2.9 |
| Reductions Due to Sales | — | (2.3) | (2.3) |
| Net (Decrease) Increase in Allowance on Securities for which Expected Credit Losses were Previously Recognized | (0.1) | 2.8 | 2.7 |
| Balance, End of Period | $0.1 | $23.3 | $23.4 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 7 - Investments (Continued)

_Six Months Ended June 30, 2025_

| Line item | States and Political Subdivisions | Corporate Bonds and Notes | Total |
| --- | --- | --- | --- |
| (Dollars in Millions) |  |  |  |
| Balance, Beginning of Year | $0.3 | $10.4 | $10.7 |
| Reductions Due to Sales | — | (0.5) | (0.5) |
| Net (Decrease) Increase in Allowance on Securities for which Expected Credit Losses were Previously Recognized | (0.1) | 3.6 | 3.5 |
| Write-offs Charged Against Allowance | — | (1.1) | (1.1) |
| Balance, End of Period | $0.2 | $12.4 | $12.6 |

Equity Securities

Investments in Equity Securities at Fair Value were $309.6 million and $306.4 million at June 30, 2026 and December 31, 2025, respectively. Net unrealized losses arising during the six months ended June 30, 2026 and 2025 and recognized in earnings, related to such investments still held as of June 30, 2026 and June 30, 2025, were $2.7 million and $0.1 million, respectively.

There were no unsettled purchases or sales of Investments in Equity Securities at Fair Value at June 30, 2026. As of December 31, 2025, there were no unsettled purchases and $0.2 million in unsettled sales of Investments in Equity Securities at Fair Value.

Equity Method Limited Liability Investments

Equity Method Limited Liability Investments include investments in limited liability investment companies and limited partnerships in which the Company’s interests are not deemed minor and are accounted for under the equity method of accounting. The Company’s investments in Equity Method Limited Liability Investments are generally of a passive nature in that the Company does not take an active role in the management of the investment entity.

The Company’s maximum exposure to loss at June 30, 2026 is limited to the total carrying value of $183.0 million. In addition, the Company had outstanding commitments totaling approximately $107.3 million to fund Equity Method Limited Liability Investments at June 30, 2026. At June 30, 2026, 4.1% of Equity Method Limited Liability Investments were reported without a reporting lag, 0.8% of the total carrying value were reported with a one-month lag, and the remainder were reported with a greater than one-month but less than or equal to three-month lag.

There were no unsettled purchases and $0.9 million of unsettled sales of Equity Method Limited Liability Investments at June 30, 2026. As of December 31, 2025, there were no unsettled purchases or sales of Equity Method Limited Liability Investments. Unsettled purchases and sales of Equity Method Limited Liability Investments are carried within Accrued Expenses and Other Liabilities and Other Receivables, respectively, on the Condensed Consolidated Balance Sheets.

Loans to Policyholders

Loans to Policyholders represents funds loaned to policyholders up to the cash surrender value of the associated insurance policies and are carried at the unpaid principal balances due to the Company from the policyholders. Interest income on policy loans is recognized in Net Investment Income at the contract interest rate when earned. Policy loans are fully collateralized by the cash surrender value of the associated insurance policies.

The carrying values of the Company’s Loans to Policyholders at Unpaid Principal investment at June 30, 2026 and December 31, 2025 were $279.4 million and $279.9 million, respectively.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 7 - Investments (Continued)

Other Investments

The carrying values of the Company’s Other Investments at June 30, 2026 and December 31, 2025 were:

| (Dollars in Millions) | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| Equity Securities at Modified Cost | $18.6 | $21.7 |
| Real Estate at Depreciated Cost | 95.6 | 92.7 |
| Mortgage Loans | 151.0 | 149.8 |
| Other | 17.5 | 7.1 |
| Total Other Investments | $282.7 | $271.3 |

Investments in Equity Securities at Modified Cost were $18.6 million and $21.7 million at June 30, 2026 and December 31, 2025, respectively. The Company performs a qualitative impairment analysis on a quarterly basis consisting of various factors such as earnings performance, current market conditions, changes in credit ratings, changes in the regulatory environment and other factors. If the qualitative analysis identifies the presence of impairment indicators, the Company estimates the fair value of the investment. If the estimated fair value is below the carrying value, the Company records an impairment in the Condensed Consolidated Statements of (Loss) Income to reduce the carrying value to the estimated fair value. When the Company identifies observable transactions of the same or similar securities to those held by the Company, the Company increases or decreases the carrying value to the observable transaction price. The Company did not recognize any changes in carrying value due to observable transactions for the six months ended June 30, 2026 and 2025. The Company did not recognize any impairment on Equity Securities at Modified Cost for the six months ended June 30, 2026 and 2025 as a result of the Company’s impairment analysis. As of June 30, 2026 and December 31, 2025, the Company recognized no cumulative increases or decreases in the carrying value due to observable transactions and $1.3 million and $3.2 million, respectively, of cumulative impairments on Equity Securities at Modified Cost.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 7 - Investments (Continued)

Net Investment Income

Net Investment Income for the three and six months ended June 30, 2026 and 2025 was:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Investment Income: |  |  |  |  |
| Interest on Fixed Maturities1 | $80.9 | $76.9 | $160.3 | $153.3 |
| Dividends on Equity Securities Excluding Alternative Investments | 2.1 | 0.7 | 2.8 | 1.5 |
| Alternative Investments: |  |  |  |  |
| Equity Method Limited Liability Investments | 1.2 | (5.3) | 1.8 | (6.0) |
| Limited Liability Investments Included in Equity Securities | 3.5 | 3.1 | 10.6 | 6.8 |
| Total Alternative Investments | 4.7 | (2.2) | 12.4 | 0.8 |
| Short-term Investments | 2.7 | 6.0 | 5.8 | 14.6 |
| Loans to Policyholders | 5.2 | 5.1 | 10.5 | 10.4 |
| Real Estate | 2.7 | 2.3 | 5.0 | 4.5 |
| Company-Owned Life Insurance | 12.1 | 10.5 | 23.6 | 20.7 |
| Other | 3.3 | 3.3 | 7.3 | 5.3 |
| Total Investment Income | 113.7 | 102.6 | 227.7 | 211.1 |
| Investment Expenses: |  |  |  |  |
| Real Estate | 2.7 | 2.2 | 4.5 | 4.3 |
| Other Investment Expenses | 5.6 | 4.5 | 10.7 | 9.7 |
| Total Investment Expenses | 8.3 | 6.7 | 15.2 | 14.0 |
| Net Investment Income | $105.4 | $95.9 | $212.5 | $197.1 |
| 1Reduced by interest expense incurred on Federal Home Loan Banks (“FHLB”) borrowings used for spread lending purposes of $3.5 million and $4.8 million for the three months ended June 30, 2026 and 2025, respectively, and $7.4 million and $9.6 million for the six months ended June 30, 2026 and 2025, respectively. |  |  |  |  |

The components of Net Realized Investment Gains (Losses) for the three and six months ended June 30, 2026 and 2025 are presented below:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Fixed Maturities: |  |  |  |  |
| Gains on Sales | $1.3 | $0.4 | $3.9 | $1.7 |
| Losses on Sales | (0.7) | (0.5) | (3.1) | (1.0) |
| Equity Securities: |  |  |  |  |
| Gains on Sales | — | — | 0.2 | — |
| Losses on Sales | — | — | — | — |
| Other Investments: |  |  |  |  |
| Gains on Sales | — | — | — | 0.1 |
| Losses on Sales | — | — | — | — |
| Net Realized Investment Gains (Losses) | $0.6 | $(0.1) | $1.0 | $0.8 |
| Gross Gains on Sales | $1.3 | $0.4 | $4.1 | $1.8 |
| Gross Losses on Sales | (0.7) | (0.5) | (3.1) | (1.0) |
| Net Realized Investment Gains (Losses) | $0.6 | $(0.1) | $1.0 | $0.8 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 8 - Fair Value Measurements

The Company classifies its Investments in Fixed Maturities as available-for-sale and reports these investments at fair value. The Company reports equity investments with readily determinable fair values as Equity Securities at Fair Value. Certain investments that are measured at fair value using the net asset value (“NAV”) practical expedient are not required to be classified using the fair value hierarchy, but are presented in the following two tables to permit reconciliation of the fair value hierarchy to the amounts presented in the Condensed Consolidated Balance Sheets.

The valuation of assets and liabilities measured at fair value in the Company’s Condensed Consolidated Balance Sheet at June 30, 2026 is summarized below. The Company had no material liabilities that are measured and reported at fair value.

| (Dollars in Millions) | Fair Value Measurements / Quoted Pricesin Active Marketsfor Identical Assets(Level 1) | Fair Value Measurements / Significant Other Observable Inputs(Level 2) | Fair Value Measurements / Significant Unobservable Inputs(Level 3) | Fair Value Measurements / Measured at NAV | Total Fair Value |
| --- | --- | --- | --- | --- | --- |
| Assets: |  |  |  |  |  |
| Fixed Maturities: |  |  |  |  |  |
| U.S. Government and Government Agencies and Authorities | $108.0 | $533.8 | — | — | $641.8 |
| States and Political Subdivisions | — | 1,233.1 | 0.2 | — | 1,233.3 |
| Foreign Governments | — | 8.5 | — | — | 8.5 |
| Corporate Securities: |  |  |  |  |  |
| Bonds and Notes | — | 3,284.3 | 426.0 | — | 3,710.3 |
| Redeemable Preferred Stock | — | 5.8 | 4.0 | — | 9.8 |
| Collateralized Loan Obligations | — | 764.8 | 4.0 | — | 768.8 |
| Other Mortgage and Asset-backed | — | 302.6 | 46.0 | — | 348.6 |
| Total Investments in Fixed Maturities | 108.0 | 6,132.9 | 480.2 | — | 6,721.1 |
| Equity Securities: |  |  |  |  |  |
| Preferred Stocks: |  |  |  |  |  |
| Finance, Insurance and Real Estate | — | 11.5 | 2.6 | — | 14.1 |
| Other Industries | — | 5.0 | 0.3 | — | 5.3 |
| Common Stocks: |  |  |  |  |  |
| Finance, Insurance and Real Estate | 54.2 | — | — | — | 54.2 |
| Other Industries | 0.3 | — | 2.6 | — | 2.9 |
| Other Equity Interests: |  |  |  |  |  |
| Exchange Traded Funds | 11.6 | — | — | — | 11.6 |
| Limited Liability Companies and Limited Partnerships | — | — | — | 221.5 | 221.5 |
| Total Investments in Equity Securities | 66.1 | 16.5 | 5.5 | 221.5 | 309.6 |
| Total Assets | $174.1 | $6,149.4 | $485.7 | $221.5 | $7,030.7 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 8 - Fair Value Measurements (Continued)

The valuation of assets and liabilities measured at fair value in the Company’s Condensed Consolidated Balance Sheet at December 31, 2025 is summarized below. The Company had no material liabilities that are measured and reported at fair value.

| (Dollars in Millions) | Fair Value Measurements / Quoted Pricesin Active Marketsfor Identical Assets(Level 1) | Fair Value Measurements / Significant Other Observable Inputs(Level 2) | Fair Value Measurements / Significant Unobservable Inputs(Level 3) | Fair Value Measurements / Measured at NAV | Total Fair Value |
| --- | --- | --- | --- | --- | --- |
| Assets: |  |  |  |  |  |
| Fixed Maturities: |  |  |  |  |  |
| U.S. Government and Government Agencies and Authorities | $115.9 | $506.5 | — | — | $622.4 |
| States and Political Subdivisions | — | 1,251.5 | 1.7 | — | 1,253.2 |
| Foreign Governments | — | 11.0 | — | — | 11.0 |
| Corporate Securities: |  |  |  |  |  |
| Bonds and Notes | — | 3,357.3 | 293.0 | — | 3,650.3 |
| Redeemable Preferred Stocks | — | 5.8 | 4.4 | — | 10.2 |
| Collateralized Loan Obligations | — | 830.6 | 12.4 | — | 843.0 |
| Other Mortgage and Asset-backed | — | 325.3 | 27.9 | — | 353.2 |
| Total Investments in Fixed Maturities | 115.9 | 6,288.0 | 339.4 | — | 6,743.3 |
| Equity Securities: |  |  |  |  |  |
| Preferred Stocks: |  |  |  |  |  |
| Finance, Insurance and Real Estate | — | 11.6 | 2.6 | — | 14.2 |
| Other Industries | — | 5.0 | — | — | 5.0 |
| Common Stocks: |  |  |  |  |  |
| Finance, Insurance and Real Estate | 63.2 | — | — | — | 63.2 |
| Other Industries | 0.2 | — | 1.6 | — | 1.8 |
| Other Equity Interests: |  |  |  |  |  |
| Exchange Traded Funds | 11.9 | — | — | — | 11.9 |
| Limited Liability Companies and Limited Partnerships | — | — | — | 210.3 | 210.3 |
| Total Investments in Equity Securities | 75.3 | 16.6 | 4.2 | 210.3 | 306.4 |
| Total Assets | $191.2 | $6,304.6 | $343.6 | $210.3 | $7,049.7 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 8 - Fair Value Measurements (Continued)

The Company’s investments in Fixed Maturities that are classified as Level 1 primarily consist of U.S. Treasury Bonds and Notes. The Company’s investments in Equity Securities that are classified as Level 1 consist of either investments in mutual funds or exchange traded funds. The Company’s investments in Fixed Maturities that are classified as Level 2 primarily consist of investments in corporate bonds, obligations of states and political subdivisions, collateralized loan obligations, and mortgage-backed securities of U.S. government agencies. The Company’s investments in Equity Securities that are classified as Level 2 consist of investments in preferred stocks. The Company uses a leading, nationally recognized provider of market data and analytics to price the vast majority of the Company’s Level 2 measurements. The provider utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information. Because many fixed maturity securities do not trade on a daily basis, the provider’s evaluated pricing applications apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing to prepare evaluations. In addition, the provider uses model processes to develop prepayment and interest rate scenarios. The pricing provider’s models and processes also take into account market convention. For each asset class, teams of its evaluators gather information from market sources and integrate relevant credit information, perceived market movements and sector news into the evaluated pricing applications and models. The Company generally validates the measurements obtained from its primary pricing provider by comparing them with measurements obtained from one additional pricing provider that provides either prices from recent market transactions, quotes in inactive markets or evaluations based on its own proprietary models.

The Company investigates significant differences related to the values provided. On completion of its investigation, management exercises judgment to determine the price selected and whether adjustments, if any, to the price obtained from the Company’s primary pricing provider would warrant classification of the price as Level 3. In instances where a measurement cannot be obtained from either pricing provider, the Company generally will evaluate bid prices from one or more binding quotes obtained from market makers to value investments in inactive markets and classified by the Company as Level 2. The Company generally classifies securities when it receives non-binding quotes or indications as Level 3 securities unless the Company can validate the quote or indication against recent transactions in the market.

The tables below present quantitative information about the significant unobservable inputs utilized by the Company in determining fair values for fixed maturity investments classified as Level 3 at June 30, 2026 and December 31, 2025. Valuations for assets presented in the tables below are primarily based on broker/dealer quotes for which there is a lack of transparency as to inputs used to develop the valuations. The quantitative detail of these unobservable inputs is neither provided nor reasonably available to the Company. The weighted average yield is calculated based on fair value.

_June 30, 2026_

| (Dollars in Millions) | Unobservable Input | Total Fair Value | Range of Unobservable Inputs | Weighted-average Yield |
| --- | --- | --- | --- | --- |
| Investment-grade | Market Yield | $117.2 | 9.6%% | 6.4% |
| Non-investment-grade: |  |  |  |  |
| Senior Debt | Market Yield | 203.7 | 14.4 | 9.3 |
| Junior Debt | Market Yield | 31.2 | 26.0 | 12.7 |
| Other | Various | 128.1 |  |  |
| Total Level 3 Fixed Maturity Investments |  | $480.2 |  |  |

_December 31, 2025_

| (Dollars in Millions) | Unobservable Input | Total Fair Value | Range of Unobservable Inputs | Weighted-average Yield |
| --- | --- | --- | --- | --- |
| Investment-grade | Market Yield | $99.1 | 11.1%% | 7.2% |
| Non-investment-grade: |  |  |  |  |
| Senior Debt | Market Yield | 102.6 | 26.1 | 9.1 |
| Junior Debt | Market Yield | 35.2 | 26.0 | 13.4 |
| Other | Various | 102.5 |  |  |
| Total Level 3 Fixed Maturity Investments |  | $339.4 |  |  |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 8 - Fair Value Measurements (Continued)

For an investment in a fixed maturity security, an increase in the yield used to determine the fair value of the security will decrease the fair value of the security. A decrease in the yield used to determine fair value will increase the fair value of the security, but for callable securities the fair value increase is generally limited to par, unless security is currently callable at a premium.

Information by security type pertaining to the changes in the fair value of the Company’s investments classified as Level 3 for the three months ended June 30, 2026 and 2025 is presented below. The transfers into and out of Level 3 were due to changes in the availability of market observable inputs.

| (Dollars in Millions) | Three Months Ended June 30, 2026 / Fixed Maturities / Corporate Bondsand Notes | Three Months Ended June 30, 2026 / Fixed Maturities / Foreign Governments | Three Months Ended June 30, 2026 / Fixed Maturities / States and Political Sub- divisions | Three Months Ended June 30, 2026 / Fixed Maturities / Redeemable Preferred Stocks | Three Months Ended June 30, 2026 / Fixed Maturities / Collateralized Loan Obligations | Three Months Ended June 30, 2026 / Fixed Maturities / Other Mortgage-and Asset-backed | Three Months Ended June 30, 2026 / Equity Securities / Preferredand Common Stocks | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, Beginning of Period | $379.6 | $6.1 | $1.6 | $4.0 | $10.0 | $30.0 | $4.3 | $435.6 |
| Total Gains (Losses): |  |  |  |  |  |  |  |  |
| Included in Condensed Consolidated Statements of (Loss) Income | 0.2 | — | — | — | — | (0.4) | 0.1 | (0.1) |
| Included in Other Comprehensive Income | 1.8 | — | — | — | — | — | 0.8 | 2.6 |
| Purchases | 132.0 | — | — | — | 4.0 | 16.4 | — | 152.4 |
| Sales | (94.5) | (6.1) | — | — | — | — | — | (100.6) |
| Transfers into Level 3 | 6.9 | — | — | — | — | — | 0.3 | 7.2 |
| Transfers out of Level 3 | — | — | (1.4) | — | (10.0) | — | — | (11.4) |
| Balance, End of Period | $426.0 | — | $0.2 | $4.0 | $4.0 | $46.0 | $5.5 | $485.7 |

| (Dollars in Millions) | Three Months Ended June 30, 2025 / Fixed Maturities / Corporate Bondsand Notes | Three Months Ended June 30, 2025 / Fixed Maturities / States and Political Sub- divisions | Three Months Ended June 30, 2025 / Fixed Maturities / Redeemable Preferred Stocks | Three Months Ended June 30, 2025 / Fixed Maturities / Collateralized Loan Obligations | Three Months Ended June 30, 2025 / Fixed Maturities / Other Mortgage-and Asset-backed | Three Months Ended June 30, 2025 / Equity Securities / Preferredand Common Stocks | Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, Beginning of Period | $275.8 | $1.7 | $4.3 | $67.0 | $22.5 | $4.8 | $376.1 |
| Total Gains (Losses): |  |  |  |  |  |  |  |
| Included in Condensed Consolidated Statements of (Loss) Income | 0.3 | — | — | — | — | 1.9 | 2.2 |
| Included in Other Comprehensive Income | 0.9 | — | — | — | (0.1) | (0.7) | 0.1 |
| Purchases | 33.9 | — | — | 52.8 | 0.2 | 0.5 | 87.4 |
| Sales | (49.2) | — | — | (10.0) | (0.1) | (1.7) | (61.0) |
| Transfers into Level 3 | — | — | — | — | — | — | — |
| Transfers out of Level 3 | (0.1) | (1.5) | — | (57.0) | — | — | (58.6) |
| Balance, End of Period | $261.6 | $0.2 | $4.3 | $52.8 | $22.5 | $4.8 | $346.2 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 8 - Fair Value Measurements (Continued)

Information by security type pertaining to the changes in the fair value of the Company’s investments classified as Level 3 for the six months ended June 30, 2026 and 2025 is presented below. The transfers into and out of Level 3 were due primarily to changes in the availability of market observable inputs.

| (Dollars in Millions) | Six Months Ended June 30, 2026 / Fixed Maturities / Corporate Bondsand Notes | Six Months Ended June 30, 2026 / Fixed Maturities / Foreign Governments | Six Months Ended June 30, 2026 / Fixed Maturities / States and Political Sub- divisions | Six Months Ended June 30, 2026 / Fixed Maturities / Redeemable Preferred Stocks | Six Months Ended June 30, 2026 / Fixed Maturities / Collateralized Loan Obligations | Six Months Ended June 30, 2026 / Fixed Maturities / Other Mortgage-and Asset-backed | Six Months Ended June 30, 2026 / Equity Securities / Preferredand Common Stocks | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, Beginning of Year | $293.0 | — | $1.7 | $4.4 | $12.4 | $27.9 | $4.2 | $343.6 |
| Total Gains (Losses): |  |  |  |  |  |  |  |  |
| Included in Condensed Consolidated Statements of (Loss) Income | 0.4 | — | — | — | (1.4) | (0.7) | 0.1 | (1.6) |
| Included in Other Comprehensive Income | (1.1) | — | (0.1) | 0.1 | 1.5 | (0.6) | 0.9 | 0.7 |
| Purchases | 242.7 | 6.1 | — | — | 14.0 | 24.6 | — | 287.4 |
| Sales | (122.6) | (6.1) | — | (0.5) | (1.6) | — | — | (130.8) |
| Transfers into Level 3 | 13.6 | — | — | — | 1.5 | — | 0.3 | 15.4 |
| Transfers out of Level 3 | — | — | (1.4) | — | (22.4) | (5.2) | — | (29.0) |
| Balance, End of Period | $426.0 | — | $0.2 | $4.0 | $4.0 | $46.0 | $5.5 | $485.7 |

| (Dollars in Millions) | Six Months Ended June 30, 2025 / Fixed Maturities / Corporate Bondsand Notes | Six Months Ended June 30, 2025 / Fixed Maturities / States and Political Sub- divisions | Six Months Ended June 30, 2025 / Fixed Maturities / Redeemable Preferred Stocks | Six Months Ended June 30, 2025 / Fixed Maturities / Collateralized Loan Obligations | Six Months Ended June 30, 2025 / Fixed Maturities / Other Mortgage-and Asset-backed | Six Months Ended June 30, 2025 / Equity Securities / Preferredand Common Stocks | Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, Beginning of Year | $194.2 | $1.8 | $4.2 | — | $5.0 | $3.8 | $209.0 |
| Total Gains (Losses): |  |  |  |  |  |  |  |
| Included in Condensed Consolidated Statements of (Loss) Income | 1.5 | — | — | — | — | 1.9 | 3.4 |
| Included in Other Comprehensive Income | 2.7 | (0.1) | 0.1 | — | (0.1) | — | 2.6 |
| Purchases | 128.9 | — | — | 119.8 | 7.7 | 0.8 | 257.2 |
| Sales | (70.5) | — | — | (10.0) | (0.1) | (1.7) | (82.3) |
| Transfers into Level 3 | 5.0 | — | — | — | 10.0 | — | 15.0 |
| Transfers out of Level 3 | (0.2) | (1.5) | — | (57.0) | — | — | (58.7) |
| Balance, End of Period | $261.6 | $0.2 | $4.3 | $52.8 | $22.5 | $4.8 | $346.2 |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 8 - Fair Value Measurements (Continued)

The table below shows investments reported at fair value using NAV and their unfunded commitments by asset class as of June 30, 2026 and December 31, 2025.

| (Dollars in Millions) / Asset Class | June 30, 2026 / Fair Value Using NAV | June 30, 2026 / Unfunded Commitments | December 31, 2025 / Fair Value Using NAV | December 31, 2025 / Unfunded Commitments |
| --- | --- | --- | --- | --- |
| Reported as Equity Method Limited Liability Investments: |  |  |  |  |
| Mezzanine Debt | $118.8 | $39.4 | $115.5 | $38.8 |
| Real Estate | 26.0 | — | 24.1 | — |
| Senior Debt | 21.2 | 54.2 | 21.1 | 56.9 |
| Leveraged Buyout | 7.1 | 11.9 | 6.5 | 0.1 |
| Other | 9.9 | 1.8 | 8.8 | 1.7 |
| Total Equity Method Limited Liability Investments | 183.0 | 107.3 | 176.0 | 97.5 |
| Reported as Other Equity Interests at Fair Value: |  |  |  |  |
| Mezzanine Debt | 120.1 | 83.5 | 115.8 | 82.3 |
| Leveraged Buyout | 44.0 | 41.9 | 40.5 | 41.0 |
| Senior Debt | 24.5 | 7.3 | 25.5 | 6.1 |
| Distressed Debt | 9.5 | 17.5 | 10.8 | 16.1 |
| Growth Equity | 11.9 | 4.7 | 10.7 | 5.7 |
| Other | 11.5 | 3.9 | 7.0 | 1.3 |
| Total Reported as Other Equity Interests at Fair Value | 221.5 | 158.8 | 210.3 | 152.5 |
| Reported as Equity Securities at Modified Cost: |  |  |  |  |
| Other | 1.6 | — | 1.8 | 0.1 |
| Total Reported as Equity Securities at Modified Cost | 1.6 | — | 1.8 | 0.1 |
| Total Investments Reported at Fair Value Using NAV | $406.1 | $266.1 | $388.1 | $250.1 |

The fund investments included above are not redeemable, because distributions from the funds will be received when underlying investments of the funds are liquidated. The funds are generally expected to have approximately 10 year lives at their inception, but these lives may be extended at the fund manager’s discretion, typically in one or two-year increments.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 8 - Fair Value Measurements (Continued)

The following table includes information related to the Company’s investments that calculate a NAV per share:

Asset Class Investment Category Includes

Mezzanine Debt Funds with investments in junior or subordinated debt and potentially minority equity securities issued by private companies.

Senior Debt Funds with investments in senior or first lien debt and potentially minority equity securities typically issued by private companies.

Distressed Debt Funds with debt or minority equity investments that are made opportunistically in companies that are in or near default or under financial strain with potential to have an active role in restructuring the company.

Leveraged Buyout Funds with control equity investments in more mature, positive cash flowing, private companies that are typically purchased with the use of financial leverage.

Growth Equity Funds that invest in early or venture stage companies with high growth potential with view towards generating realizations through sale or initial public offering of company.

Real Estate Funds with investments in multi-family housing properties.

Other Consists of funds that focus on purchasing third party fund interests from investors seeking liquidity within their portfolio as well as direct investments of preferred equity or minority common equity investments into private companies structured as limited partnerships or limited liability companies.

Presented below are the carrying values and fair value estimates of financial instruments not carried at fair value.

| (Dollars in Millions) | Level | June 30, 2026 / Carrying Value | June 30, 2026 / Fair Value | December 31, 2025 / Carrying Value | December 31, 2025 / Fair Value |
| --- | --- | --- | --- | --- | --- |
| Financial Assets: |  |  |  |  |  |
| Loans to Policyholders | Level 3 | $279.4 | $279.4 | $279.9 | $279.9 |
| Short-term Investments | Level 1 | 271.4 | 271.4 | 313.5 | 313.5 |
| Mortgage Loans | Level 3 | 151.0 | 151.0 | 149.8 | 149.8 |
| Company-Owned Life Insurance | Level 2 | 598.2 | 598.2 | 579.2 | 579.2 |
| Equity Securities at Modified Cost | Level 3 | 18.6 | 18.6 | 21.7 | 21.7 |
| Financial Liabilities: |  |  |  |  |  |
| Long-term Debt | Level 2 | $944.5 | $852.0 | $943.5 | $868.0 |
| Policyholder Obligations | Level 2 | 448.4 | 448.4 | 513.8 | 513.8 |

Loans to policyholders are carried at unpaid principal balance which approximates fair value and are categorized as Level 3 within the fair value hierarchy. The nature of policy loans is to have a negligible default risk as the loans are fully collateralized by the value of the policy. Policy loans do not have a stated maturity and the balances and accrued interest are repaid either by the policyholder or with proceeds from the policy. Due to the collateralized nature of policy loans and unpredictable timing of payments, the Company believes the carrying value of policy loans approximates fair value. The fair value measurement of Short-term Investments is estimated using inputs that are considered Level 1 measurements. The Mortgage Loans fair value measurement is considered equal to amortized cost given the short-term nature of the investments. The cash surrender value of Company-Owned Life Insurance approximates fair value and is considered to be a Level 2 investment. The fair value measurement of Equity Securities at Modified Cost is estimated using inputs that are considered Level 3 measurements. The fair value of Long-term Debt is estimated using quoted prices for similar liabilities in markets that are not active. The inputs used in the valuation are considered Level 2 measurements. Policyholder Obligations presented in the preceding table consist of advances from the FHLB of Chicago, and the inputs used in the valuation are considered Level 2 measurements.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 9 - Variable Interest Entities

A VIE is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to make significant decisions relating to the entity's operations through voting rights or do not substantively participate in the gains and losses of the entity. The Company consolidates VIEs in which the Company is deemed the primary beneficiary. The primary beneficiary is the entity that has both (1) the power to direct the activities of the VIE that most significantly affect that entity's economic performance and (2) the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE.

Reciprocal Exchange

The Company has formed a management company that acts as attorney-in-fact (“AIF”) for Kemper Reciprocal (the “Reciprocal Exchange” or “Exchange”), an Illinois-domiciled reciprocal insurance exchange. The Exchange principally writes specialty personal automobile policies sold to subscribers of the Exchange. The establishment of Kemper Reciprocal was completed in the third quarter of 2023.

The Company consolidates the Exchange since (1) the AIF manages the business operations of the Exchange and therefore has the power to direct the activities that most significantly impact the economic performance of the Exchange and (2) the Company has provided capital to the Exchange and would absorb any expected losses that could potentially be significant to the Exchange. The Exchange’s anticipated economic performance is the product of its underwriting and investment results. The AIF receives a management fee for the services provided to the Reciprocal Exchange. The management fee revenues are based upon all premiums written or assumed by the Exchange. The AIF determines the management fee rate to be paid by the Exchange. The AIF can charge a management fee of up to 30% of the Exchange’s gross written and assumed premiums. The effects of the transactions between the Company and the Reciprocal Exchange are eliminated in consolidation to derive consolidated Net (Loss) Income. However, the management fee income earned by the AIF is reported in Net (Loss) Income attributable to Kemper Corporation and is included in basic and diluted earnings per share.

The assets of the Reciprocal Exchange can be used only to settle the obligations of the Reciprocal Exchange for which creditors and other beneficial owners have no recourse to the Company. The Company has no obligation related to any underwriting and/or investment losses experienced by the Exchange. As of June 30, 2026 and December 31, 2025, the Company had contributed $36.0 million in the form of surplus notes and guarantee fund certificates to the Reciprocal Exchange. Due to ongoing operating losses and reductions in the forecasted cash flows, the Company established an allowance for credit loss of $21.0 million related to the surplus notes during the second quarter of 2026, which is reflected in Impairment Losses in the Condensed Consolidated Statements of (Loss) Income and Other Assets in the Condensed Consolidated Balance Sheet.

Noncontrolling interest is the portion of equity (net assets) not attributable, directly or indirectly, to a parent. Since the Company has no ownership interest in Kemper Reciprocal, the difference between the carrying value of the Exchange’s assets and liabilities represents noncontrolling interest and any income or loss generated by the net assets of the Exchange is presented as income or loss attributable to noncontrolling interest.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 10 - Deferred Policy Acquisition Costs

The following tables present the balances and changes in Deferred Policy Acquisition Costs for the Specialty Property and Casualty Insurance segment, Life Insurance segment, and Non-Core Operations business for the six months ended June 30, 2026 and 2025:

| (Dollars in Millions) | Specialty | Life | Segment Total | Non-Core Operations | Total |
| --- | --- | --- | --- | --- | --- |
| Balance, December 31, 20251 | $158.8 | $497.1 | $655.9 | $0.8 | $656.7 |
| Capitalizations | 240.6 | 35.2 | 275.8 | 1.9 | 277.7 |
| Amortization Expense2 | (243.0) | (14.8) | (257.8) | (0.8) | (258.6) |
| Balance, June 30, 20261 | $156.4 | $517.5 | $673.9 | $1.9 | $675.8 |
| 1 Includes $0.8 million and $1.3 million attributable to Kemper Reciprocal as of June 30, 2026 and December 31, 2025, respectively, which is reported as a consolidated VIE. |  |  |  |  |  |
| 2 The Life Insurance segment includes increases to amortization expense related to experience adjustments of $1.8 million for the six months ended June 30, 2026. |  |  |  |  |  |

| (Dollars in Millions) | Specialty | Life | Segment Total | Non-Core Operations | Total |
| --- | --- | --- | --- | --- | --- |
| Balance, December 31, 20241 | $162.8 | $463.1 | $625.9 | $4.1 | $630.0 |
| Capitalizations | 278.3 | 32.6 | 310.9 | 3.2 | 314.1 |
| Amortization Expense2 | (266.0) | (14.1) | (280.1) | (4.2) | (284.3) |
| Balance, June 30, 20251 | $175.1 | $481.6 | $656.7 | $3.1 | $659.8 |
| 1 Includes $1.6 million and $1.1 million attributable to Kemper Reciprocal as of June 30, 2025 and December 31, 2024, respectively, which is reported as a consolidated VIE. |  |  |  |  |  |
| 2 The Life Insurance segment includes increases to amortization expense related to experience adjustments of $1.9 million for the six months ended June 30, 2025. |  |  |  |  |  |

Costs directly associated with the successful acquisition of business, principally commissions, certain premium taxes and policy issuance costs, are deferred. Costs deferred on property and casualty insurance contracts are amortized over the period in which the related premiums are earned. Costs deferred on traditional life insurance products and other long-duration insurance contracts are amortized on a constant level basis over the expected life of the contracts in accordance with the assumptions used to estimate the liability for future policyholder benefits for nonparticipating traditional and limited-payment contracts. The underlying assumptions for deferred policy acquisition costs and the liability for future policyholder benefits are updated concurrently.

The Company did not make any changes to future assumptions for the six months ended June 30, 2026 and 2025.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 11 - Receivables from Policyholders - Allowance for Expected Credit Losses

The following tables present the balances of Receivables from Policyholders, net of the allowance for expected credit losses, as of June 30, 2026 and 2025, and a roll forward of changes in the allowance for expected credit losses for the three and six months ended June 30, 2026 and 2025.

_Three Months Ended June 30, 2026_

| (Dollars in Millions) | Specialty | Life | Total Segments | Non-Core Operations | Total Allowance for Expected Credit Losses |
| --- | --- | --- | --- | --- | --- |
| Balance, Beginning of Period | $1.4 | — | $1.4 | $0.1 | $1.5 |
| Provision for Expected Credit Losses | 9.2 | — | 9.2 | — | 9.2 |
| Write-offs of Uncollectible Receivables from Policyholders | (9.5) | — | (9.5) | — | (9.5) |
| Balance, End of Period | $1.1 | — | $1.1 | $0.1 | $1.2 |
| Receivable Balance, End of Period1 | $956.7 | $10.9 | $967.6 | $4.9 | $972.5 |
| 1Specialty, Total Segments, and Total Includes $6.2 million attributable to Kemper Reciprocal, which is reported as a consolidated VIE. |  |  |  |  |  |

_Three Months Ended June 30, 2025_

| (Dollars in Millions) | Specialty | Life | Total Segments | Non-Core Operations | Total Allowance for Expected Credit Losses |
| --- | --- | --- | --- | --- | --- |
| Balance, Beginning of Period | $2.2 | — | $2.2 | $0.2 | $2.4 |
| Provision for Expected Credit Losses | 13.2 | — | 13.2 | — | 13.2 |
| Write-offs of Uncollectible Receivables from Policyholders | (13.6) | — | (13.6) | — | (13.6) |
| Balance, End of Period | $1.8 | — | $1.8 | $0.2 | $2.0 |
| Receivable Balance, End of Period1 | $1,031.8 | $11.1 | $1,042.9 | $7.4 | $1,050.3 |
| 1Specialty, Total Segments, and Total Includes $11.6 million attributable to Kemper Reciprocal, which is reported as a consolidated VIE. |  |  |  |  |  |

_Six Months Ended June 30, 2026_

| (Dollars in Millions) | Specialty | Life | Total Segments | Non-Core Operations | Total Allowance for Expected Credit Losses |
| --- | --- | --- | --- | --- | --- |
| Balance, Beginning of Year | $1.9 | — | $1.9 | $0.1 | $2.0 |
| Provision for Expected Credit Losses | 18.8 | — | 18.8 | — | 18.8 |
| Write-offs of Uncollectible Receivables from Policyholders | (19.6) | — | (19.6) | — | (19.6) |
| Balance, End of Period | $1.1 | — | $1.1 | $0.1 | $1.2 |
| Receivable Balance, End of Period1 | $956.7 | $10.9 | $967.6 | $4.9 | $972.5 |
| 1Specialty, Total Segments, and Total Includes $6.2 million attributable to Kemper Reciprocal, which is reported as a consolidated VIE. |  |  |  |  |  |

_Six Months Ended June 30, 2025_

| (Dollars in Millions) | Specialty | Life | Total Segments | Non-Core Operations | Total Allowance for Expected Credit Losses |
| --- | --- | --- | --- | --- | --- |
| Balance, Beginning of Year | $2.6 | — | $2.6 | $0.3 | $2.9 |
| Provision for Expected Credit Losses | 26.6 | 0.1 | 26.7 | 0.2 | 26.9 |
| Write-offs of Uncollectible Receivables from Policyholders | (27.4) | (0.1) | (27.5) | (0.3) | (27.8) |
| Balance, End of Period | $1.8 | — | $1.8 | $0.2 | $2.0 |
| Receivable Balance, End of Period1 | $1,031.8 | $11.1 | $1,042.9 | $7.4 | $1,050.3 |
| 1Specialty, Total Segments, and Total Includes $11.6 million attributable to Kemper Reciprocal, which is reported as a consolidated VIE. |  |  |  |  |  |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 12 - Other Comprehensive Income and Accumulated Other Comprehensive Loss

The tables below display the changes in Accumulated Other Comprehensive Loss (“AOCI”) by component for the three months ended June 30, 2026 and 2025.

| (Dollars in Millions) | Changes in Net Unrealized Losses on Investment Securities / Having No Credit Losses Recognized in Condensed Consolidated Statements of Income | Changes in Net Unrealized Losses on Investment Securities / Having Credit Losses Recognized in Condensed Consolidated Statements of Income | Net Unrecognized Postretirement Benefit Income | Net Loss on Cash Flow Hedges | Change in Discount Rate on Future Life Policyholder Benefits | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of March 31, 2026 | $(628.9) | $(4.0) | $5.8 | $(0.7) | $401.1 | $(226.7) |
| Other Comprehensive Income (Loss) Before Reclassifications | 40.3 | 1.4 | — | — | (18.4) | 23.3 |
| Amounts Reclassified from AOCI Net of Tax Benefit of $(0.1), $(0.3), $0.0, $0.0, $0.0 and $(0.4) | (0.4) | (1.1) | (0.3) | (0.1) | — | (1.9) |
| Other Comprehensive Income (Loss) Net of Tax Expense (Benefit) of $10.7, $0.1, $0.0, $0.0, $(4.9), and $5.9 | 39.9 | 0.3 | (0.3) | (0.1) | (18.4) | 21.4 |
| Balance as of June 30, 2026 | $(589.0) | $(3.7) | $5.5 | $(0.8) | $382.7 | $(205.3) |

| (Dollars in Millions) | Changes in Net Unrealized Losses on Investment Securities / Having No Credit Losses Recognized in Condensed Consolidated Statements of Income | Changes in Net Unrealized Losses on Investment Securities / Having Credit Losses Recognized in Condensed Consolidated Statements of Income | Net Unrecognized Postretirement Benefit Income | Net Loss on Cash Flow Hedges | Change in Discount Rate on Future Life Policyholder Benefits | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of March 31, 2025 | $(633.1) | $(2.2) | $8.0 | — | $366.0 | $(261.3) |
| Other Comprehensive Income (Loss) Before Reclassifications | 2.8 | 2.5 | — | (1.6) | 4.0 | 7.7 |
| Amounts Reclassified from AOCI Net of Tax (Benefit) Expense of $(0.4), $(0.7), $(0.2), $0.1, $0.0, and $(1.2) | (1.4) | (2.5) | (0.4) | 0.2 | — | (4.1) |
| Other Comprehensive Income (Loss) Net of Tax Expense (Benefit) of $0.4, $0.0, $(0.2), $(0.3) $1.1 and $1.0 | 1.4 | — | (0.4) | (1.4) | 4.0 | 3.6 |
| Balance as of June 30, 2025 | $(631.7) | $(2.2) | $7.6 | $(1.4) | $370.0 | $(257.7) |

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 12 - Other Comprehensive Income and Accumulated Other Comprehensive Loss (Continued)

The tables below display the changes in AOCI by component for the six months ended June 30, 2026 and 2025.

| (Dollars in Millions) | Changes in Net Unrealized Losses on Investment Securities / Having No Credit Losses Recognized in Condensed Consolidated Statements of Income | Changes in Net Unrealized Losses on Investment Securities / Having Credit Losses Recognized in Condensed Consolidated Statements of Income | Net Unrecognized Postretirement Benefit Income | Net Loss on Cash Flow Hedges | Change in Discount Rate on Future Life Policyholder Benefits | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of January 1, 2026 | $(559.5) | $(3.0) | $6.1 | $(0.6) | $350.8 | (206.2) |
| Other Comprehensive (Loss) Income Before Reclassifications | (30.2) | 0.4 | — | — | 31.9 | 2.1 |
| Amounts Reclassified from AOCI Net of Tax Expense (Benefit) of $0.2, $(0.3), $(0.1), $0.0, $0.0 and $(0.2) | 0.7 | (1.1) | (0.6) | (0.2) | — | (1.2) |
| Other Comprehensive (Loss) Income Net of Tax (Benefit) Expense of $(7.8), $(0.2), $(0.1), $0.0, $8.5, and $0.4 | (29.5) | (0.7) | (0.6) | (0.2) | 31.9 | 0.9 |
| Balance as of June 30, 2026 | $(589.0) | $(3.7) | $5.5 | $(0.8) | $382.7 | $(205.3) |

| (Dollars in Millions) | Changes in Net Unrealized Losses on Investment Securities / Having No Credit Losses Recognized in Condensed Consolidated Statements of Income | Changes in Net Unrealized Losses on Investment Securities / Having Credit Losses Recognized in Condensed Consolidated Statements of Income | Net Unrecognized Postretirement Benefit Income | Net Loss on Cash Flow Hedges | Change in Discount Rate on Future Life Policyholder Benefits | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of January 1, 2025 | $(687.8) | $(3.2) | $8.4 | $(2.2) | $380.3 | $(304.5) |
| Other Comprehensive Income (Loss) Before Reclassifications | 56.0 | 4.8 | — | 0.8 | (10.3) | 51.3 |
| Amounts Reclassified from AOCI Net of Tax Benefit of $0.0, $(1.0), $(0.3), $0.0, $0.0 and $(1.3) | 0.1 | (3.8) | (0.8) | — | — | (4.5) |
| Other Comprehensive Income (Loss) Net of Tax Expense (Benefit) of $14.9, $0.3, $(0.3), $(0.4), $(2.7), and $11.8 | 56.1 | 1.0 | (0.8) | 0.8 | (10.3) | 46.8 |
| Balance as of June 30, 2025 | $(631.7) | $(2.2) | $7.6 | $(1.4) | $370.0 | $(257.7) |

Amounts reclassified from AOCI shown above are reported in Net (Loss) Income as follows:

Components of AOCI Condensed Consolidated Statements of (Loss) Income Line Item Affected by Reclassifications

Net Unrealized Losses on Investment Securities with No Credit Losses Net Realized Investment Gains (Losses)

Net Unrealized Losses on Investment Securities with Credit Losses Impairment Losses and Net Realized Investment Gains (Losses)

Net Unrecognized Postretirement Benefit Income Policyholders’ Benefits and Incurred Losses and Loss Adjustment Expenses, Insurance and Other Expenses, and Interest Expense

Net Loss on Cash Flow Hedges Net Investment Income and Interest Expense

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 13 - Shareholders' Equity

Common Stock Repurchases

On August 5, 2025, Kemper’s Board of Directors approved a share repurchase authorization, under which the Company can repurchase up to $500.0 million of its common stock (the “2025 Repurchase Program”). As of June 30, 2026, the remaining share repurchase authorization under the 2025 Repurchase Program was $304.2 million.

No shares were repurchased during the three and six months ended June 30, 2026.

During the three months ended June 30, 2025, Kemper repurchased and retired approximately 446,000 of its common stock in open market transactions under its share repurchase authorization for an aggregate cost of $28.5 million and an average cost per share of $64.04. During the six months ended June 30, 2025, Kemper repurchased and retired approximately 509,000 shares of its common stock in open market transactions under its share repurchase authorization for an aggregate cost of $32.5 million and an average cost per share of $63.90.

Employee Stock Purchase Plan

During the three months ended June 30, 2026 and 2025, the Company issued approximately 33,000 and 16,000 shares under the Kemper Employee Stock Purchase Plan (“ESPP”), respectively, at an average discounted price of $22.92 and $54.86 per share. Compensation costs charged against income were $0.1 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026 and 2025, the Company issued approximately 58,000 and 28,000 shares under the Kemper ESPP, respectively, at an average discounted price of $24.26 and $55.73 per share. Compensation costs charged against income were $0.2 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively.

### Note 14 - Amortization of Intangible Assets

The following table presents the amortization expense on definite life intangible assets incurred by the Company for the three and six months ended June 30, 2026 and 2025:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Specialty Property & Casualty Insurance | $4.9 | $4.6 | $9.6 | $8.8 |
| Life Insurance | 1.8 | 1.7 | 3.5 | 3.3 |
| Total Segment Amortization Expense | 6.7 | 6.3 | 13.1 | 12.1 |
| Corporate and Other | 3.4 | 4.9 | 6.7 | 9.8 |
| Non-Core Operations | — | 0.7 | 0.6 | 1.3 |
| Total Amortization Expense | $10.1 | $11.9 | $20.4 | $23.2 |

### Note 15 - Policyholder Obligations

Policyholder Obligations at June 30, 2026 and December 31, 2025 were as follows:

| (Dollars in Millions) | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| FHLB Funding Agreements | $448.4 | $513.8 |
| Universal Life-type Policyholder Account Balances | 92.7 | 94.2 |
| Total | $541.1 | $608.0 |

FHLB Funding Agreements

Kemper’s subsidiary, United Insurance Company of America (“United Insurance”) has entered into funding agreements with the FHLB of Chicago in exchange for cash, which it uses for spread lending purposes. During the six months ended June 30, 2026, United Insurance received no advances from the FHLB of Chicago and made repayments of $65.4 million under the spread lending program.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 15 - Policyholder Obligations (Continued)

When a funding agreement is issued, United Insurance is required to post collateral in the form of eligible securities including mortgage-backed, government, and agency debt instruments for each of the advances that are entered. The fair value of the collateral pledged must be maintained at certain specified levels above the borrowed amount, which can vary depending on the assets pledged. If the fair value of the collateral declines below these specified levels of the amount borrowed, United Insurance would be required to pledge additional collateral or repay outstanding borrowings. Upon any event of default by United Insurance, the FHLB’s recovery on the collateral is limited to the amount of United Insurance’s liability under the funding agreements to the FHLB of Chicago.

United Insurance’s liability under the funding agreements with the FHLB of Chicago, the amount of collateral pledged under such agreements and FHLB of Chicago common stock owned by United Insurance at June 30, 2026 and December 31, 2025 is presented below.

| (Dollars in Millions) | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| Liability under Funding Agreements | $448.4 | $513.8 |
| Fair Value of Collateral Pledged | 547.7 | 661.3 |
| FHLB of Chicago Common Stock Owned at Cost | 14.7 | 17.7 |

Universal Life-type Policyholder Account Balances

The Company’s weighted-average crediting rate for Universal Life-type Policyholder Account Balances was 5.1% as of June 30, 2026 and 2025, respectively. Guaranteed minimum benefit amounts in excess of the current account balances for these contracts were $252.0 million and $260.3 million as of June 30, 2026 and December 31, 2025, respectively. The cash surrender value of the Company’s policyholder obligations for these contracts was $92.7 million and $94.2 million as of June 30, 2026 and December 31, 2025, respectively.

### Note 16 - Debt

Amended and Extended Credit Agreement

On March 15, 2022, the Company entered into an amended and extended credit agreement. The amended and extended credit agreement increased the borrowing capacity of the existing unsecured credit agreement to $600.0 million and extended the maturity date to March 15, 2027. Furthermore, the amended and extended credit agreement provided for an accordion feature whereby the Company could increase the revolving credit borrowing capacity by an additional $200.0 million for a total maximum capacity of $800.0 million. On May 4, 2026, the Company reduced the borrowing capacity under the credit agreement from $600.0 million to $350.0 million in accordance with terms of the agreement. The accordion feature remained unchanged and permits the Company to increase total borrowing capacity up to $550.0 million. There were no outstanding borrowings under the credit agreement at either June 30, 2026 or December 31, 2025.

Subsequently, on August 3, 2026, the Company entered into an amendment (the “Amendment”) to the credit agreement. The Amendment, among other things, (i) replaces the consolidated net worth financial covenant contained in the agreement with a consolidated tangible net worth financial covenant, effective as of June 29, 2026, and (ii) adds a quarterly-tested financial covenant requiring each of Trinity Universal Insurance Company (“Trinity”) and United Insurance to maintain a minimum risk-based capital ratio.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 16 - Debt (Continued)

Long-term Debt

The Company designates debt obligations as either short-term or long-term based on maturity date at issuance. Total amortized cost of Long-term Debt, Non-Current outstanding at June 30, 2026 and December 31, 2025 was:

| (Dollars in Millions) | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| Non-Current: |  |  |
| 2.400% Senior Notes due September 30, 2030 | $398.1 | $397.9 |
| 3.800% Senior Notes due February 23, 2032 | 397.2 | 396.9 |
| 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 | 149.2 | 148.7 |
| Total Long-term Debt Outstanding | $944.5 | $943.5 |

Redemption of 4.350% Senior Notes Due 2025

On January 15, 2025, Kemper issued a notice of redemption for the entire $450.0 million aggregate principal of 4.350% senior notes originally due February 15, 2025 (the “2025 Senior Notes”) at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest on the redemption date. On February 11, 2025, Kemper completed the redemption and the 2025 Senior Notes were repaid in full.

2.400% Senior Notes Due 2030

Kemper has $400.0 million aggregate principal of 2.400% senior notes due September 30, 2030 (the “2030 Senior Notes”). The net proceeds of issuance were $395.8 million, net of discount and transaction costs for an effective yield of 2.52%. The 2030 Senior Notes are unsecured and may be redeemed in whole at any time or in part from time to time, at Kemper’s option, at specified redemption prices.

3.800% Senior Notes Due 2032

On February 15, 2022, Kemper offered and sold $400.0 million aggregate principal of 3.800% senior notes due February 23, 2032 (the “2032 Senior Notes”). The net proceeds of issuance were $395.1 million, net of discount and transaction costs, for an effective yield of 3.950%. The 2032 Senior Notes are unsecured and may be redeemed in whole at any time or in part from time to time, at Kemper’s option, at specified redemption prices.

5.875% Fixed-Rate Reset Junior Subordinated Debentures Due 2062

On March 10, 2022, Kemper issued $150.0 million aggregate principal amount of 5.875% Fixed-Rate Reset Junior Subordinated Debentures due March 15, 2062 (the “2062 Junior Debentures”). The net proceeds from issuance were $144.7 million, net of discount and transaction costs. The 2062 Junior Debentures will bear interest from and including the date of original issue to, but excluding, March 15, 2027 (the “First Reset Date”) at the fixed rate of 5.875% per annum. The interest rate on the First Reset Date, and subsequent Reset Dates, will be equal to the Five-Year Treasury Rate as of the most recent Reset Date plus 4.140% to be reset on each Reset Date. Interest is due quarterly in arrears beginning on June 15, 2022. The Company has the option to defer interest payments for one or more optional deferral periods of up to five consecutive years, provided that no optional deferral period shall extend beyond March 15, 2062, or any earlier accelerated maturity date arising from an event of default or any earlier redemption of the 2062 Junior Debentures.

The 2062 Junior Debentures are unsecured and may be redeemed in whole or in part on the First Reset Date or any time thereafter, at a redemption price equal to the principal amount of the debentures being redeemed plus any accrued and unpaid interest.

KEMPER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

### Note 16 - Debt (Continued)

Short-term Debt

Kemper’s subsidiaries, United Insurance, Trinity and American Access Casualty Company (“AAC”), are members of the FHLBs of Chicago, Dallas and Chicago, respectively. The Company periodically uses short-term FHLB borrowings for cash management and risk management purposes, in addition to long-term FHLB borrowings for the spread lending program. The Company did not receive advances or make repayments of short-term debt during the three and six months ended June 30, 2026 and 2025 for cash and risk management purposes. There were no short-term debt advances from the FHLBs of Chicago or Dallas outstanding at June 30, 2026 or December 31, 2025. For information on United Insurance’s funding agreement with the FHLB of Chicago in connection with the spread lending program, see Note 15, "Policyholder Obligations" to the Condensed Consolidated Financial Statements.

### Note 17 - Income Taxes

The statute of limitations related to Kemper and its eligible subsidiaries’ consolidated Federal income tax returns is closed for all tax years up to and including 2011 as well as 2018, 2019 and 2021. As a result of the Company filing amended federal income tax returns, tax years 2012 and 2013 are under limited examination with respect to carryback adjustments associated with the amended returns. Tax years 2020, 2022, 2023 are currently under examination and will remain open until the examinations are complete. The statute of limitations related to tax years 2014, 2015, 2016, and 2017 has been extended to December 31, 2027. Tax years 2023 and 2024 are subject to a statute of three years from the extended due dates of October 15, 2024, and 2025, respectively. The extended due date for 2025 income tax returns is October 15, 2026.

The expiration of the statute of limitations related to the various state income tax returns that Kemper and its subsidiaries file varies by state.

The interim period tax expense or benefit is the difference between the year-to-date income tax provision and the amounts reported for the previous interim periods of the fiscal year. For the three months ended June 30, 2026, the income tax benefit attributable to Kemper Corporation was $2.0 million, or 0.2% of loss before income taxes, compared to an income tax expense of $18.4 million, or 20.2% of income before income taxes for the three months ended June 30, 2025. For the six months ended June 30, 2026, the income tax benefit attributable to Kemper Corporation was $4.8 million or 1.0% of loss before income taxes, compared to an income tax expense of $41.9 million or 19.6% of income before income taxes for the six months ended June 30, 2025.

There were no Unrecognized Tax Benefits at June 30, 2026, or December 31, 2025. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in Income Tax (Benefit) Expense. There were no liabilities for accrued interest and penalties for the six months ended June 30, 2026 and 2025.

For the six months ended June 30, 2026 and 2025, federal income taxes paid, net of income tax refunds received, were $17.2 million and $20.5 million, respectively.

For the six months ended June 30, 2026 and 2025, state income taxes paid, net of income tax refunds received, were $0.2 million and $1.7 million, respectively. No foreign income taxes were paid or refunded for the six months ended June 30, 2026 and 2025.

### Note 18 - Commitments and Contingencies

In the ordinary course of its businesses, the Company is involved in legal proceedings including lawsuits, arbitration, regulatory examinations, audits and inquiries. Based on currently available information, the Company does not believe that it is reasonably possible that any of its pending legal proceedings will have a material effect on the Company’s Condensed Consolidated Financial Statements and Notes to the Condensed Consolidated Financial Statements.

## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures

In this report, the Company presents certain measures of its performance on a consolidated and segment basis that are not calculated in accordance with GAAP. We believe that these non-GAAP financial measures enhance the understanding for the Company and our investors of our performance by highlighting the results of operations and the underlying profitability drivers of our business. Segment-specific financial measures are calculated using only the portion of consolidated results attributable to that specific segment.

Adjusted Consolidated Net Operating Income

The Company believes that the non-GAAP financial measure of Adjusted Consolidated Net Operating Income provides investors with a valuable measure of its ongoing performance because it reveals underlying operational performance trends that otherwise might be less apparent if the items were not excluded. The most directly comparable GAAP financial measure is Net (Loss) Income attributable to Kemper Corporation.

Adjusted Consolidated Net Operating Income is an after-tax, non-GAAP financial measure and is computed by excluding from Net (Loss) Income attributable to Kemper Corporation the after-tax impact of:

(i) Change in Fair Value of Equity and Convertible Securities;

(ii) Net Realized Investment Gains (Losses);

(iii) Impairment Losses;

(iv) Acquisition and Disposition Related Transaction, Integration, Restructuring and Other Costs;

(v) Debt Extinguishment and Other Charges;

(vi) Goodwill Impairment;

(vii) Non-Core Operations; and

(viii) Significant non-recurring or infrequent items that may not be indicative of ongoing operations

Significant non-recurring items are excluded when (a) the nature of the charge or gain is such that it is reasonably unlikely to recur within two years, and (b) there has been no similar charge or gain within the prior two years. There were no applicable significant non-recurring items that the Company excluded from the calculation of Adjusted Consolidated Net Operating Income for the three and six months ended June 30, 2026 or 2025.

Change in Fair Value of Equity and Convertible Securities, Net Realized Investment Gains (Losses) and Impairment Losses related to investments included in the Company’s results may vary significantly between periods and are generally driven by business decisions and external economic developments such as capital market conditions that impact the values of the Company’s investments, the timing of which is unrelated to the insurance underwriting process. Acquisition and Disposition Related Transaction Costs, Integration Costs, and Restructuring and Other Costs may vary significantly between periods and are generally driven by the timing of business decisions which are unrelated to the insurance underwriting process. In the second quarter of 2026, the Company completed the sale of Newins and recorded a gain in connection with the transaction. In the third quarter of 2025, a restructuring program was launched to achieve operational and organizational efficiencies. The Company will continue to evaluate additional efficiency opportunities through 2027. Debt Extinguishment and Other Charges relate to (i) loss from early extinguishment of debt, which is driven by the Company’s financing and refinancing decisions and capital needs, as well as external economic developments such as debt market conditions, the timing of which is unrelated to the insurance underwriting process; and (ii) other charges that are non-standard, not part of the ordinary course of business, and unrelated to the insurance underwriting process. Goodwill Impairments are excluded because they are infrequent and non-recurring charges. Non-Core Operations includes the results of our Preferred Insurance business which we expect to fully exit. These results are excluded because they are irrelevant to our ongoing operations and do not qualify for Discontinued Operations under GAAP. Significant non-recurring items are excluded because, by their nature, they are not indicative of the Company’s business or economic trends.

Non-GAAP Financial Measures (Continued)

Underlying Losses and Loss Adjustment Expenses (“LAE”) and Underlying Combined Ratio

The following discussion uses the non-GAAP financial measures of (i) Underlying Losses and LAE and (ii) Underlying Combined Ratio. Underlying Losses and LAE (also referred to in the discussion as “Current Year Non-catastrophe Losses and LAE”) exclude the impact of catastrophe losses and loss and LAE reserve development from prior years from the Company’s Incurred Losses and LAE, which is the most directly comparable GAAP financial measure.

The Underlying Combined Ratio is computed by adding the Current Year Non-catastrophe Losses and LAE Ratio with the Insurance Expense Ratio. The most directly comparable GAAP financial measure is the Combined Ratio, which is computed by adding Total Incurred Losses and LAE Ratio, including the impact of catastrophe losses and loss and LAE reserve development from prior years, with the Insurance Expense Ratio.

The Company believes Underlying Losses and LAE and the Underlying Combined Ratio are useful to investors and uses these financial measures to reveal the trends in the Company’s Property & Casualty Insurance segment that may be obscured by catastrophe losses and prior-year reserve development. These catastrophe losses may cause the Company’s loss trends to vary significantly between periods as a result of their incidence of occurrence and magnitude and can have a significant impact on incurred losses and LAE and the Combined Ratio. Prior-year reserve developments are caused by unexpected loss development on historical reserves. Because reserve development relates to the re-estimation of losses from earlier periods, it has minimal bearing on the performance of the Company’s insurance products in the current period. The Company believes it is useful for investors to evaluate these components separately and in the aggregate when reviewing the Company’s underwriting performance.

The preceding non-GAAP financial measures should not be considered a substitute for the comparable GAAP financial measures, as they do not fully recognize the overall profitability of the Company’s businesses.

Summary of Results

A reconciliation of Net (Loss) Income attributable to Kemper Corporation to Adjusted Consolidated Net Operating Income (a non-GAAP financial measure) for the three and six months ended June 30, 2026 and 2025 is presented below.

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Three Months Ended / Change | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 | Six Months Ended / Change |
| --- | --- | --- | --- | --- | --- | --- |
| Net (Loss) Income attributable to Kemper Corporation | $(464.8) | $72.6 | $(537.4) | $(466.5) | $172.3 | $(638.8) |
| Less: |  |  |  |  |  |  |
| Change in Fair Value of Equity and Convertible Securities | (1.4) | (0.4) | (1.0) | (2.4) | (0.3) | (2.1) |
| Net Realized Investment Gains (Losses) | 0.5 | (0.1) | 0.6 | 0.8 | 0.6 | 0.2 |
| Impairment Losses | (18.8) | (2.8) | (16.0) | (20.1) | (2.6) | (17.5) |
| Acquisition and Disposition Related Transaction, Integration, Restructuring and Other Costs | (11.6) | (3.8) | (7.8) | (16.6) | (8.0) | (8.6) |
| Debt Extinguishment and Other Charges | — | — | — | — | 0.4 | (0.4) |
| Goodwill Impairment | (460.0) | — | (460.0) | (460.0) | — | (460.0) |
| Non-Core Operations | 0.2 | (4.4) | 4.6 | (7.0) | (8.3) | 1.3 |
| Adjusted Consolidated Net Operating Income | $26.3 | $84.1 | $(57.8) | $38.8 | $190.5 | $(151.7) |
| Components of Adjusted Consolidated Net Operating Income: |  |  |  |  |  |  |
| Segment Adjusted Net Operating Income: |  |  |  |  |  |  |
| Specialty Property & Casualty Insurance | $15.8 | $79.0 | $(63.2) | $15.9 | $176.9 | $(161.0) |
| Life Insurance | 18.3 | 12.6 | 5.7 | 36.3 | 29.8 | 6.5 |
| Total Segment Adjusted Net Operating Income | 34.1 | 91.6 | (57.5) | 52.2 | 206.7 | (154.5) |
| Corporate and Other Adjusted Net Operating Loss | (9.0) | (10.3) | 1.3 | (17.3) | (21.7) | 4.4 |
| Less: Net Loss attributable to Noncontrolling Interest | (1.2) | (2.8) | 1.6 | (3.9) | (5.5) | 1.6 |
| Adjusted Consolidated Net Operating Income | $26.3 | $84.1 | $(57.8) | $38.8 | $190.5 | $(151.7) |

Summary of Results (Continued)

Net (Loss) Income attributable to Kemper Corporation

Three Months Ended June 30, 2026 Compared to the Same Period in 2025

Net Loss attributable to Kemper Corporation was $464.8 million, or $(7.90) per unrestricted common share, for the three months ended June 30, 2026, compared to Net Income attributable to Kemper Corporation of $72.6 million, or $1.13 per unrestricted common share, for the same period in 2025. Net (Loss) Income attributable to Kemper Corporation decreased by $537.4 million due primarily to a $460.0 million goodwill impairment related to the Specialty Property & Casualty Insurance segment, lower Adjusted Consolidated Net Operating Income and higher impairment losses.

Adjusted Consolidated Net Operating Income decreased by $57.8 million for the three months ended June 30, 2026, compared to the same period in 2025, due primarily to a deterioration in Specialty Personal Automobile’s Underlying loss and LAE ratio driven by higher claim severity and frequency on bodily injury coverages in California and lower business volumes.

Income from Non-Core Operations increased by $4.6 million for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to lower losses driven by the continued run-off of the business. Separately, on August 1, 2025, certain Non-Core Operations subsidiaries entered into a renewal rights agreement with a third party and certain of its affiliates (collectively, the “Third Party”) whereby the Third Party will offer replacement policies for certain policies written by these subsidiaries in New York in accordance with the state’s non-renewal rules. During the second quarter of 2026, these subsidiaries and the Third Party began execution of the agreement, based on having received regulatory approval from the New York Department of Financial Services during the first quarter of 2026.

Corporate and Other Adjusted Net Operating Loss decreased by $1.3 million for the three months ended June 30, 2026 compared to the same period in 2025, primarily driven by higher net investment income.

Six Months Ended June 30, 2026 Compared to the Same Period in 2025

Net Loss attributable to Kemper Corporation was $466.5 million, or $(7.93) per unrestricted common share, for the six months ended June 30, 2026, compared to Net Income attributable to Kemper Corporation of $172.3 million, or $2.69 per unrestricted common share, for the same period in 2025. Net (Loss) Income attributable to Kemper Corporation decreased by $638.8 million due primarily to a $460.0 million goodwill impairment related to the Specialty Property & Casualty Insurance segment, lower Adjusted Consolidated Net Operating Income and higher impairment losses.

Adjusted Consolidated Net Operating Income decreased by $151.7 million for the six months ended June 30, 2026, compared to the same period in 2025, due primarily to a deterioration in Specialty Personal Automobile’s Underlying loss and LAE ratio driven by higher claim severity and frequency on bodily injury coverages in California, lower business volumes, and a Florida Statutory Profit Limit Refund (as further discussed below).

Following the enactment of Florida insurance reform in 2023, the Company has experienced lower loss costs within its personal auto business, resulting in favorable loss reserve development and improved expected profitability for recent accident years. As of December 31, 2025, the Company concluded that it is probable Florida personal auto underwriting profit for the three most recent accident years ended December 31, 2025 will exceed the profit limitation established under Florida statute, and recorded a reduction to earned premiums representing its estimate of profits expected to be returned to policyholders. During the first quarter of 2026, the Company increased its estimate of profits expected to be returned to policyholders for the three most recent accident years ended December 31, 2025 by $11.0 million given favorable development through March 31, 2026. During the first quarter of 2026, the Company also concluded that it is probable underwriting profit for the subsequent three-year accident period (2024 through 2026) will exceed the applicable profit limitation and recorded a reduction to earned premiums of $17.0 million representing its estimate of profits expected to be returned to policyholders for that period. These actions resulted in a total reduction to earned premiums of $28.0 million for the first quarter of 2026. During the second quarter of 2026, the Company increased its estimate of profits expected to be returned to policyholders for accident years 2024 through 2026 and recorded a $2.0 million reduction to earned premiums. The estimate for accident years 2024 through 2026 remains subject to changes based on future development through March 31, 2027. The statute requires that excess profits for accident years 2023 through 2025 be returned to policyholders active as of December 31, 2025, and the Company expects to do so.

The loss from Non-Core Operations decreased by $1.3 million for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to lower catastrophe losses, partially offset by higher adverse prior year development.

Summary of Results (Continued)

Corporate and Other Adjusted Net Operating Loss decreased by $4.4 million for the six months ended June 30, 2026 compared to the same period in 2025, primarily driven by lower interest expense due to the redemption of $450 million of 4.350% senior notes in the first quarter of 2025 and higher net investment income.

Revenues

Three Months Ended June 30, 2026 Compared to the Same Period in 2025

Total Revenues decreased by $132.9 million to $1,092.7 million for the three months ended June 30, 2026, compared to $1,225.6 million for the same period in 2025. The decrease was primarily driven by lower earned premiums and higher impairment losses, partially offset by higher net investment income.

Earned Premiums decreased by $119.2 million to $1,011.6 million for the three months ended June 30, 2026, compared to $1,130.8 for the same period in 2025, primarily driven by a $114.2 million decrease from the Specialty Property & Casualty Insurance segment, mainly attributable to lower personal automobile volumes, and further impacted by a $7.2 million reduction from the Preferred Insurance business, reported as Non-Core Operations, due primarily to lower volumes resulting from the exit and run-off of the business. These decreases were partially offset by higher commercial automobile volumes within the Specialty Property & Casualty Insurance segment.

Net Investment Income increased by $9.5 million to $105.4 million for the three months ended June 30, 2026, compared to $95.9 million for the same period in 2025, primarily driven by increased earnings on alternative investments and higher levels and yields of fixed maturity securities, partially offset by lower average Short-term invested assets.

Impairment Losses increased by $20.1 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily driven by a $21.0 million credit loss allowance recognized on the Reciprocal Exchange surplus notes.

Six Months Ended June 30, 2026 Compared to the Same Period in 2025

Total Revenues decreased by $218.7 million to $2,199.9 million for the six months ended June 30, 2026, compared to $2,418.6 million for the same period in 2025. The decrease was primarily driven by lower earned premiums and higher impairment losses, partially offset by higher net investment income.

Earned Premiums decreased by $207.8 million to $2,010.9 million for the six months ended June 30, 2026, compared to $2,218.7 for the same period in 2025, primarily driven by a $191.2 million decrease from the Specialty Property & Casualty Insurance segment, mainly attributable to lower personal automobile volumes, a $30.0 million Florida Statutory Profit Limit Refund in the first half of 2026, and further impacted by a $19.9 million reduction from the Preferred Insurance business, reported as Non-Core Operations, due primarily to lower volumes resulting from the exit and run-off of the business. These decreases were partially offset by higher commercial automobile volumes within the Specialty Property & Casualty Insurance segment.

Net Investment Income increased by $15.4 million to $212.5 million for the six months ended June 30, 2026, compared to $197.1 million for the same period in 2025, primarily driven by increased earnings on alternative investments and higher levels and yields of fixed maturity securities, partially offset by lower average Short-term invested assets.

Impairment Losses increased by $22.1 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily driven by a $21.0 million credit loss allowance recognized on the Reciprocal Exchange surplus notes.

Specialty Property & Casualty Insurance

Selected financial information for the Specialty Property & Casualty Insurance segment is presented below.

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Net Premiums Written | $854.7 | $1,001.5 | $1,779.7 | $2,070.3 |
| Earned Premiums | $896.6 | $1,010.8 | $1,781.8 | $1,973.0 |
| Net Investment Income | 53.7 | 49.6 | 109.0 | 100.1 |
| Other Income | 1.3 | 2.7 | 4.0 | 4.0 |
| Total Revenues | 951.6 | 1,063.1 | 1,894.8 | 2,077.1 |
| Incurred Losses and LAE related to: |  |  |  |  |
| Current Year: |  |  |  |  |
| Non-catastrophe Losses and LAE | 732.7 | 730.1 | 1,475.5 | 1,412.4 |
| Catastrophe Losses and LAE | 6.1 | 5.3 | 7.4 | 9.1 |
| Prior Years: |  |  |  |  |
| Non-catastrophe Losses and LAE | 9.1 | 13.6 | 12.3 | 14.1 |
| Catastrophe Losses and LAE | 0.1 | 0.4 | 0.5 | 0.6 |
| Total Incurred Losses and LAE | 748.0 | 749.4 | 1,495.7 | 1,436.2 |
| Insurance Expenses | 184.3 | 214.8 | 380.5 | 419.9 |
| Segment Adjusted Operating Income | 19.3 | 98.9 | 18.6 | 221.0 |
| Income Tax Expense | 3.5 | 19.9 | 2.7 | 44.1 |
| Total Segment Adjusted Net Operating Income | $15.8 | $79.0 | $15.9 | $176.9 |
| Ratios Based On Earned Premiums |  |  |  |  |
| Current Year Non-catastrophe Losses and LAE Ratio | 81.7% | 72.3% | 82.8% | 71.6% |
| Current Year Catastrophe Losses and LAE Ratio | 0.7 | 0.5 | 0.4 | 0.5 |
| Prior Years Non-catastrophe Losses and LAE Ratio | 1.0 | 1.3 | 0.7 | 0.7 |
| Prior Years Catastrophe Losses and LAE Ratio | — | — | — | — |
| Total Incurred Loss and LAE Ratio | 83.4 | 74.1 | 83.9 | 72.8 |
| Insurance Expense Ratio | 20.6 | 21.3 | 21.4 | 21.3 |
| Combined Ratio | 104.0% | 95.4% | 105.3% | 94.1% |
| Underlying Combined Ratio |  |  |  |  |
| Current Year Non-catastrophe Losses and LAE Ratio | 81.7% | 72.3% | 82.8% | 71.6% |
| Insurance Expense Ratio | 20.6 | 21.3 | 21.4 | 21.3 |
| Underlying Combined Ratio | 102.3% | 93.6% | 104.2% | 92.9% |
| Non-GAAP Measure Reconciliation |  |  |  |  |
| Combined Ratio | 104.0% | 95.4% | 105.3% | 94.1% |
| Less: |  |  |  |  |
| Current Year Catastrophe Losses and LAE Ratio | 0.7 | 0.5 | 0.4 | 0.5 |
| Prior Years Non-catastrophe Losses and LAE Ratio | 1.0 | 1.3 | 0.7 | 0.7 |
| Prior Years Catastrophe Losses and LAE Ratio | — | — | — | — |
| Underlying Combined Ratio | 102.3% | 93.6% | 104.2% | 92.9% |

Specialty Property & Casualty Insurance (Continued)

Insurance Reserves

| (Dollars in Millions) | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| Insurance Reserves: |  |  |
| Personal Automobile | $1,893.9 | $1,826.8 |
| Commercial Automobile | 1,063.7 | 942.6 |
| Total Insurance Reserves | $2,957.6 | $2,769.4 |
| Insurance Reserves: |  |  |
| Loss and Allocated LAE Reserves: |  |  |
| Case and Allocated LAE | $1,063.5 | $960.4 |
| Incurred But Not Reported | 1,699.3 | 1,610.9 |
| Total Loss and LAE Reserves | 2,762.8 | 2,571.3 |
| Unallocated LAE Reserves | 194.8 | 198.1 |
| Total Insurance Reserves1 | $2,957.6 | $2,769.4 |
| 1 Includes $31.1 million and $29.4 million attributable to Kemper Reciprocal as of June 30, 2026 and December 31, 2025, respectively, which is reported as a consolidated VIE. |  |  |

See MD&A, “Critical Accounting Estimates,” of the 2025 Annual Report for additional information pertaining to the Company’s process of estimating property and casualty insurance reserves for losses and LAE, development of property and casualty insurance losses and LAE from prior accident years, also referred to as “reserve development” in the discussion of segment results, estimated variability of property and casualty insurance reserves for losses and LAE, and a discussion of some of the variables that may impact development of property and casualty insurance losses and LAE and the estimated variability of property and casualty insurance reserves for losses and LAE.

Overall

Three Months Ended June 30, 2026 Compared to the Same Period in 2025

The Specialty Property & Casualty Insurance segment reported Total Segment Adjusted Net Operating Income of $15.8 million for the three months ended June 30, 2026, compared to $79.0 million for the same period in 2025. Segment adjusted net operating results decreased by $63.2 million, which included a $60.6 million decrease from personal automobile insurance and a $2.6 million decrease from commercial automobile insurance. The decrease in personal automobile Adjusted Net Operating Income was primarily driven by higher underlying losses resulting from higher claim severity and frequency in California and lower business volumes. The decrease in commercial automobile insurance Adjusted Net Operating Income was primarily driven by higher underlying losses resulting from higher claim severity and frequency, partially offset by higher business volumes.

Earned Premiums in the Specialty Property & Casualty Insurance segment decreased by $114.2 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to lower personal automobile volumes, partially offset by higher commercial automobile volumes.

Net Investment Income increased by $4.1 million for the three months ended June 30, 2026 compared to the same period in 2025, due primarily to higher levels and yields from fixed maturity securities and increased earnings on alternative investments, partially offset by lower average short-term investments.

Specialty Property & Casualty Insurance (Continued)

Incurred Loss and LAE were $748.0 million or 83.4% of earned premiums for the three months ended June 30, 2026 compared to $749.4 million or 74.1% of earned premiums, for the same period in 2025. Incurred losses and LAE as a percentage of earned premiums increased primarily due to a deterioration in the underlying loss and LAE ratio. Underlying losses and LAE as a percentage of earned premiums were 81.7% for the three months ended June 30, 2026, a deterioration of 9.4 percentage points, compared to the same period in 2025, due to higher claim severity and frequency primarily related to bodily injury coverages in California. Underlying losses and LAE exclude the impact of catastrophes and loss and LAE reserve development. Adverse loss and LAE reserve development (including catastrophe reserve development) was $9.2 million for the three months ended June 30, 2026, compared to adverse development of $14.0 million for the same period in 2025, an improvement of $4.8 million, due primarily to favorable development on personal injury protection and collision coverages in personal automobile, partially offset by adverse loss patterns in bodily injury and higher losses associated with litigation matters. Catastrophe losses and LAE (excluding reserve development) were $6.1 million for the three months ended June 30, 2026 compared to $5.3 million for the same period in 2025, a deterioration of $0.8 million due to increased severity of catastrophe events in 2026.

Insurance Expenses were $184.3 million, or 20.6% of earned premiums, for the three months ended June 30, 2026, compared to $214.8 million, or 21.3% of earned premiums for the same period in 2025. Insurance Expenses decreased $30.5 million due to lower expenses associated with decreased business volumes.

The Specialty Property & Casualty Insurance segment’s three months ended June 30, 2026 effective tax rate was 18.9% compared to 20.3% for the same period in 2025. The effective income tax rate for the second quarters of 2026 and 2025 differs from the federal statutory income tax rate due to investments in Company-Owned Life Insurance, tax-exempt investment income and nondeductible stock and executive compensation. The difference in effective tax rates between the second quarters of 2026 and 2025 is primarily due to changes in pretax income.

Six Months Ended June 30, 2026 Compared to the Same Period in 2025

The Specialty Property & Casualty Insurance segment reported Total Segment Adjusted Net Operating Income of $15.9 million for the six months ended June 30, 2026, compared to Total Segment Adjusted Net Operating Income of $176.9 million for the same period in 2025. Segment adjusted net operating results decreased by $161.0 million, which included a $161.5 million decrease from personal automobile insurance and a $0.5 million increase from commercial automobile insurance. The decrease in personal automobile Adjusted Net Operating Income was primarily driven by higher underlying losses resulting from higher claim severity and frequency in California, lower business volumes, as well as a $30.0 million Florida Statutory Profit Limit Refund in the first half of 2026. The increase in commercial automobile insurance Adjusted Net Operating Income was primarily driven by higher earned premium per exposure, partially offset by higher underlying losses.

Earned Premiums in the Specialty Property & Casualty Insurance segment decreased by $191.2 million for the six months ended June 30, 2026, compared to the same period in 2025, due to lower personal automobile volumes and a $30.0 million Florida Statutory Profit Limit Refund in the first half of 2026, partially offset by higher commercial automobile volumes.

Net Investment Income increased by $8.9 million for the six months ended June 30, 2026 compared to the same period in 2025, due primarily to higher levels and yields of fixed maturity securities and increased earnings on alternative investments, partially offset by lower average short-term investments.

Incurred Loss and LAE were $1,495.7 million or 83.9% of earned premiums for the six months ended June 30, 2026 compared to $1,436.2 million or 72.8% of earned premiums, for the same period in 2025. Incurred losses and LAE as a percentage of earned premiums increased primarily due to a deterioration in the underlying loss and LAE ratio. Underlying losses and LAE as a percentage of earned premiums were 82.8% for the six months ended June 30, 2026, a deterioration of 11.2 percentage points, compared to the same period in 2025 due to higher claim severity and frequency primarily related to bodily injury coverages in California, partially offset by higher average earned premium per exposure (3.0% increase year over year). Underlying losses and LAE exclude the impact of catastrophes and loss and LAE reserve development. Adverse loss and LAE reserve development (including catastrophe reserve development) was $12.8 million for the six months ended June 30, 2026, compared to adverse development of $14.7 million for the same period in 2025, an improvement of $1.9 million due primarily to development on personal injury protection and collision coverages in personal automobile, partially offset by loss patterns in bodily injury and higher losses associated with litigation matters. Catastrophe losses and LAE (excluding reserve development) were $7.4 million for the six months ended June 30, 2026 compared to $9.1 million for the same period in 2025, a decrease of $1.7 million due to fewer catastrophe events in 2026.

Specialty Property & Casualty Insurance (Continued)

Insurance Expenses were $380.5 million, or 21.4% of earned premiums, for the six months ended June 30, 2026, compared to $419.9 million, or 21.3% of earned premiums for the same period in 2025. Insurance Expenses decreased $39.4 million due to lower expenses associated with decreased business volumes.

The Specialty Property & Casualty Insurance segment’s six months ended June 30, 2026 effective tax rate was 15.5% compared to 20.3% for the same period in 2025. The effective income tax rate for the six months ended June 30, 2026 and 2025 differs from the federal statutory income tax rate due to investments in Company-Owned Life Insurance, tax-exempt investment income and nondeductible stock and executive compensation. The difference in effective tax rates between the six months ended 2026 and 2025 is primarily due to changes in pretax income.

Specialty Personal Automobile Insurance

Selected financial information for the specialty personal automobile insurance product line is presented below.

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Net Premiums Written | $590.7 | $767.0 | $1,241.1 | $1,590.9 |
| Earned Premiums | $647.4 | $789.3 | $1,294.4 | $1,543.0 |
| Incurred Losses and LAE related to: |  |  |  |  |
| Current Year: |  |  |  |  |
| Non-catastrophe Losses and LAE | $543.1 | $571.7 | $1,111.2 | $1,100.1 |
| Catastrophe Losses and LAE | 5.1 | 4.3 | 6.2 | 7.0 |
| Prior Years: |  |  |  |  |
| Non-catastrophe Losses and LAE | (8.6) | (5.0) | (11.5) | (9.7) |
| Catastrophe Losses and LAE | — | 0.3 | 0.4 | 0.4 |
| Total Incurred Losses and LAE | $539.6 | $571.3 | $1,106.3 | $1,097.8 |
| Ratios Based On Earned Premiums |  |  |  |  |
| Current Year Non-catastrophe Losses and LAE Ratio | 83.8% | 72.5% | 85.9% | 71.2% |
| Current Year Catastrophe Losses and LAE Ratio | 0.8 | 0.5 | 0.5 | 0.5 |
| Prior Years Non-catastrophe Losses and LAE Ratio | (1.3) | (0.6) | (0.9) | (0.6) |
| Prior Years Catastrophe Losses and LAE Ratio | — | — | — | — |
| Total Incurred Loss and LAE Ratio | 83.3 | 72.4 | 85.5 | 71.1 |
| Insurance Expense Ratio | 21.7 | 22.0 | 22.5 | 22.1 |
| Combined Ratio | 105.0% | 94.4% | 108.0% | 93.2% |
| Underlying Combined Ratio |  |  |  |  |
| Current Year Non-catastrophe Losses and LAE Ratio | 83.8% | 72.5% | 85.9% | 71.2% |
| Insurance Expense Ratio | 21.7 | 22.0 | 22.5 | 22.1 |
| Underlying Combined Ratio | 105.5% | 94.5% | 108.4% | 93.3% |
| Non-GAAP Measure Reconciliation |  |  |  |  |
| Combined Ratio | 105.0% | 94.4% | 108.0% | 93.2% |
| Less: |  |  |  |  |
| Current Year Catastrophe Losses and LAE Ratio | 0.8 | 0.5 | 0.5 | 0.5 |
| Prior Years Non-catastrophe Losses and LAE Ratio | (1.3) | (0.6) | (0.9) | (0.6) |
| Prior Years Catastrophe Losses and LAE Ratio | — | — | — | — |
| Underlying Combined Ratio | 105.5% | 94.5% | 108.4% | 93.3% |

Specialty Property & Casualty Insurance (Continued)

Three Months Ended June 30, 2026 Compared to the Same Period in 2025

Earned Premiums on personal automobile insurance decreased by $141.9 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to lower volumes. Incurred losses and LAE were $539.6 million, or 83.3% of earned premiums for the three months ended June 30, 2026, compared to $571.3 million, or 72.4% of earned premiums, for the same period in 2025. Incurred losses and LAE as a percentage of earned premiums increased due to a deterioration in the underlying loss and LAE ratio. Underlying losses and LAE as a percentage of related earned premiums were 83.8% for the three months ended June 30, 2026, compared to 72.5% for the same period in 2025, a deterioration of 11.3 percentage points. The deterioration was driven by higher claim severity and frequency, primarily related to bodily injury coverages in California. Prior year favorable loss and LAE reserve development was $8.6 million for the three months ended June 30, 2026, compared to $4.7 million for the same period in 2025, an improvement of $3.9 million due primarily to development on personal injury protection and collision coverages, partially offset by loss patterns in bodily injury and higher losses associated with litigation matters. Catastrophe losses and LAE (excluding reserve development) were $5.1 million for the three months ended June 30, 2026, compared to $4.3 million for the same period in 2025, a deterioration of $0.8 million due to increased severity of catastrophe events in 2026.

Six Months Ended June 30, 2026 Compared to the Same Period in 2025

Earned Premiums on personal automobile insurance decreased by $248.6 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to lower volumes and a $30.0 million Florida Statutory Profit Limit Refund in the first half of 2026. Incurred losses and LAE were $1,106.3 million, or 85.5% of earned premiums for the six months ended June 30, 2026, compared to $1,097.8 million, or 71.1% of earned premiums, for the same period in 2025. Incurred losses and LAE as a percentage of earned premiums increased due to a deterioration in the underlying loss and LAE ratio. Underlying losses and LAE as a percentage of related earned premiums were 85.9% for the six months ended June 30, 2026, compared to 71.2% for the same period in 2025, a deterioration of 14.7 percentage points. The deterioration was driven by higher claim severity and frequency, primarily related to bodily injury coverages in California, and the Florida Statutory Profit Limit Refund in the first half of 2026. Favorable loss and LAE reserve development was $11.1 million for the six months ended June 30, 2026, compared to $9.3 million for the same period in 2025, an improvement of $1.8 million due primarily to development on personal injury protection and collision coverages, partially offset by loss patterns in bodily injury and higher losses associated with litigation matters. Catastrophe losses and LAE (excluding reserve development) were $6.2 million for the six months ended June 30, 2026, compared to $7.0 million for the same period in 2025, an improvement of $0.8 million due to fewer catastrophe events in 2026.

Specialty Property & Casualty Insurance (Continued)

Commercial Automobile Insurance

Selected financial information for the commercial automobile insurance product line is presented below.

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Net Premiums Written | $264.0 | $234.5 | $538.6 | $479.4 |
| Earned Premiums | $249.2 | $221.5 | $487.4 | $430.0 |
| Incurred Losses and LAE related to: |  |  |  |  |
| Current Year: |  |  |  |  |
| Non-catastrophe Losses and LAE | $189.6 | $158.4 | $364.3 | $312.3 |
| Catastrophe Losses and LAE | 1.0 | 1.0 | 1.2 | 2.1 |
| Prior Years: |  |  |  |  |
| Non-catastrophe Losses and LAE | 17.7 | 18.6 | 23.8 | 23.8 |
| Catastrophe Losses and LAE | 0.1 | 0.1 | 0.1 | 0.2 |
| Total Incurred Losses and LAE | $208.4 | $178.1 | $389.4 | $338.4 |
| Ratios Based On Earned Premiums |  |  |  |  |
| Current Year Non-catastrophe Losses and LAE Ratio | 76.1% | 71.5% | 74.8% | 72.7% |
| Current Year Catastrophe Losses and LAE Ratio | 0.4 | 0.5 | 0.2 | 0.5 |
| Prior Years Non-catastrophe Losses and LAE Ratio | 7.1 | 8.4 | 4.9 | 5.5 |
| Prior Years Catastrophe Losses and LAE Ratio | — | — | — | — |
| Total Incurred Loss and LAE Ratio | 83.6 | 80.4 | 79.9 | 78.7 |
| Insurance Expense Ratio | 17.6 | 18.6 | 18.3 | 18.5 |
| Combined Ratio | 101.2% | 99.0% | 98.2% | 97.2% |
| Underlying Combined Ratio |  |  |  |  |
| Current Year Non-catastrophe Losses and LAE Ratio | 76.1% | 71.5% | 74.8% | 72.7% |
| Insurance Expense Ratio | 17.6 | 18.6 | 18.3 | 18.5 |
| Underlying Combined Ratio | 93.7% | 90.1% | 93.1% | 91.2% |
| Non-GAAP Measure Reconciliation |  |  |  |  |
| Combined Ratio | 101.2% | 99.0% | 98.2% | 97.2% |
| Less: |  |  |  |  |
| Current Year Catastrophe Losses and LAE Ratio | 0.4 | 0.5 | 0.2 | 0.5 |
| Prior Years Non-catastrophe Losses and LAE Ratio | 7.1 | 8.4 | 4.9 | 5.5 |
| Prior Years Catastrophe Losses and LAE Ratio | — | — | — | — |
| Underlying Combined Ratio | 93.7% | 90.1% | 93.1% | 91.2% |

Specialty Property & Casualty Insurance (Continued)

Three Months Ended June 30, 2026 Compared to the Same Period in 2025

Earned Premiums on commercial automobile insurance increased by $27.7 million for the three months ended June 30, 2026, compared to the same period in 2025, due primarily to higher average earned premium per exposure, targeted mix shifts, and higher business volumes. Incurred losses and LAE were $208.4 million, or 83.6% of earned premiums in 2026, compared to $178.1 million, or 80.4% of earned premiums in 2025. Incurred losses and LAE as a percentage of earned premiums increased primarily due to a deterioration in the underlying loss and LAE ratio. Underlying losses and LAE as a percentage of earned premiums were 76.1% in the three months ended June 30, 2026, compared to 71.5% during the same period in 2025, a deterioration of 4.6 percentage points driven by higher claim severity and frequency, primarily related to bodily injury coverages, partially offset by higher average earned premium per exposure (1.6% increase year over year). Adverse loss and LAE reserve development was $17.8 million for the three months ended June 30, 2026, compared to adverse development of $18.7 million for the same period in 2025, a decrease of $0.9 million. Catastrophe losses and LAE (excluding reserve development) were $1.0 million for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 Compared to the Same Period in 2025

Earned Premiums on commercial automobile insurance increased by $57.4 million for the six months ended June 30, 2026, compared to the same period in 2025, due primarily to higher average earned premium per exposure, targeted mix shifts, and higher business volumes. Incurred losses and LAE were $389.4 million, or 79.9% of earned premiums in 2026, compared to $338.4 million, or 78.7% of earned premiums in 2025. Incurred losses and LAE as a percentage of earned premiums increased primarily due to a deterioration in the underlying loss and LAE ratio. Underlying losses and LAE as a percentage of earned premiums were 74.8% for the six months ended June 30, 2026, compared to 72.7% during the same period in 2025, a deterioration of 2.1 percentage points driven by higher claim severity, primarily related to bodily injury coverages, partially offset by higher average earned premium per exposure (2.0% increase year over year). Adverse loss and LAE reserve development was $23.9 million for the six months ended June 30, 2026, compared to adverse development of $24.0 million for the same period in 2025, a decrease of $0.1 million. Catastrophe losses and LAE (excluding reserve development) were $1.2 million for the six months ended June 30, 2026, compared to $2.1 million for the same period in 2025, a decrease of $0.9 million.

Life Insurance

Selected financial information for the Life Insurance segment is presented below.

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Earned Premiums | $102.7 | $100.5 | $203.5 | $200.2 |
| Net Investment Income | 49.3 | 44.7 | 98.0 | 93.1 |
| Other Income | 0.4 | 0.3 | 0.7 | 1.0 |
| Total Revenues | 152.4 | 145.5 | 302.2 | 294.3 |
| Policyholders’ Benefits and Incurred Losses and LAE | 63.5 | 63.5 | 127.5 | 125.7 |
| Insurance Expenses | 67.3 | 67.7 | 131.9 | 134.1 |
| Segment Adjusted Operating Income | 21.6 | 14.3 | 42.8 | 34.5 |
| Income Tax Expense | 3.3 | 1.7 | 6.5 | 4.7 |
| Total Segment Adjusted Net Operating Income | $18.3 | $12.6 | $36.3 | $29.8 |

Life Insurance (Continued)

Insurance Reserves

| (Dollars in Millions) | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| Insurance Reserves: |  |  |
| Future Policyholder Benefits | $3,238.1 | $3,248.1 |
| Incurred Losses and LAE Reserves: |  |  |
| Life | 35.3 | 35.0 |
| Accident and Health | 4.7 | 4.4 |
| Property | 1.8 | 1.9 |
| Total Incurred Losses and LAE Reserves | 41.8 | 41.3 |
| Total Insurance Reserves | $3,279.9 | $3,289.4 |

Overall

Three Months Ended June 30, 2026 Compared to the Same Period in 2025

The Life Insurance segment reported Total Segment Adjusted Net Operating Income of $18.3 million for the three months ended June 30, 2026, compared to $12.6 million for the same period in 2025. The increase in segment net operating results was due primarily to higher Net Investment Income and Earned Premiums.

Earned Premiums increased by $2.2 million for the three months ended June 30, 2026, compared to the same period in 2025, due primarily to higher average premiums per policy on life insurance products.

Net Investment Income increased by $4.6 million for the three months ended June 30, 2026, compared to the same period in 2025, due primarily to increased earnings on alternative investments.

Policyholders’ Benefits and Incurred Losses and LAE were flat for the three months ended June 30, 2026, compared to the same period in 2025, due to lower Incurred Losses and LAE on property insurance products offset by an increase in insurance reserves related to favorable changes in mortality experience.

Insurance Expenses decreased by $0.4 million for the three months ended June 30, 2026, compared to the same period in 2025, due to management actions to lower operating expenses and lower commission expense.

The Life Insurance segment’s three months ended June 30, 2026 effective income tax rate was 15.1% compared to 12.7% for the same period in 2025. The effective income tax rate for the second quarters of 2026 and 2025 differs from the federal statutory income tax rate primarily due to investments in Company-Owned Life Insurance, tax-exempt investment income and nondeductible stock and executive compensation. The increase in the effective tax rate from the three months ended June 30, 2025 is primarily due to an increase in pretax income and an increase in tax expense related to nondeductible stock and executive compensation, partially offset by an increase in tax benefits from Company-Owned Life Insurance.

Six Months Ended June 30, 2026 Compared to the Same Period in 2025

The Life Insurance segment reported Total Segment Adjusted Net Operating Income of $36.3 million for the six months ended June 30, 2026, compared to $29.8 million for the same period in 2025. The increase in segment net operating results was due primarily to higher Net Investment Income, higher Earned Premiums, and lower Insurance Expenses, partially offset by higher Policyholders’ Benefits from life insurance products.

Earned Premiums increased by $3.3 million for the six months ended June 30, 2026, compared to the same period in 2025, due primarily to higher average premiums per policy on life insurance products.

Net Investment Income increased by $4.9 million for the six months ended June 30, 2026, compared to the same period in 2025, due primarily to increased earnings on alternative investments and higher earnings on Company-Owned Life Insurance, partially offset by lower yields on fixed maturities.

Life Insurance (Continued)

Policyholders’ Benefits and Incurred Losses and LAE increased by $1.8 million for the six months ended June 30, 2026, compared to the same period in 2025, due to an increase in insurance reserves related to favorable changes in mortality experience.

Insurance Expenses decreased by $2.2 million for the six months ended June 30, 2026, compared to the same period in 2025, due to management actions to lower operating expenses and lower commission expense.

The Life Insurance segment’s six months ended June 30, 2026 effective income tax rate was 15.1% compared to 14.0% for the same period in 2025. The effective income tax rate for the six months ended June 30, 2026 and 2025 differs from the federal statutory income tax rate due to investments in Company-Owned Life Insurance, tax-exempt investment income and nondeductible stock and executive compensation. The increase in the effective tax rate from the six months ended June 30, 2025 is primarily due to an increase in pretax income and an increase in tax expense related to nondeductible stock and executive compensation, partially offset by an increase in tax benefits from Company-Owned Life Insurance.

Investment Results

Net Investment Income

Net Investment Income for the three and six months ended June 30, 2026 and 2025 is presented below:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Investment Income: |  |  |  |  |
| Interest on Fixed Maturities1 | $80.9 | $76.9 | $160.3 | $153.3 |
| Dividends on Equity Securities Excluding Alternative Investments | 2.1 | 0.7 | 2.8 | 1.5 |
| Alternative Investments: |  |  |  |  |
| Equity Method Limited Liability Investments | 1.2 | (5.3) | 1.8 | (6.0) |
| Limited Liability Investments Included in Equity Securities | 3.5 | 3.1 | 10.6 | 6.8 |
| Total Alternative Investments | 4.7 | (2.2) | 12.4 | 0.8 |
| Short-term Investments | 2.7 | 6.0 | 5.8 | 14.6 |
| Loans to Policyholders | 5.2 | 5.1 | 10.5 | 10.4 |
| Real Estate | 2.7 | 2.3 | 5.0 | 4.5 |
| Company-Owned Life Insurance | 12.1 | 10.5 | 23.6 | 20.7 |
| Other | 3.3 | 3.3 | 7.3 | 5.3 |
| Total Investment Income | 113.7 | 102.6 | 227.7 | 211.1 |
| Investment Expenses: |  |  |  |  |
| Real Estate | 2.7 | 2.2 | 4.5 | 4.3 |
| Other Investment Expenses | 5.6 | 4.5 | 10.7 | 9.7 |
| Total Investment Expenses | 8.3 | 6.7 | 15.2 | 14.0 |
| Net Investment Income | $105.4 | $95.9 | $212.5 | $197.1 |
| 1 Reduced by interest expense incurred on FHLB borrowings used for spread lending purposes of $3.5 million and $4.8 million for the three months ended June 30, 2026 and 2025, respectively, and $7.4 million and $9.6 million for the six months ended June 30, 2026 and 2025, respectively. |  |  |  |  |

Net Investment Income increased by $9.5 million and $15.4 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily driven by increased earnings on alternative investments and higher levels and yields from fixed maturity securities, partially offset by lower average Short-term invested assets.

Change in Unrealized Gains and Losses on Investments

Unrealized losses on investments decreased $50.9 million for the three months ended June 30, 2026 and increased $38.6 million for the six months ended June 30, 2026, driven by changes in interest rates.

Investment Results (Continued)

Change in Fair Value of Equity and Convertible Securities

The components of Change in Fair Value of Equity and Convertible Securities for the three and six months ended June 30, 2026 and 2025 are presented below:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Preferred Stocks | $0.3 | $(0.3) | $0.3 | $0.5 |
| Common Stocks | 0.8 | 0.4 | 0.9 | 0.7 |
| Other Equity Interests: |  |  |  |  |
| Exchange Traded Funds | (0.4) | — | 0.4 | — |
| Limited Liability Companies and Limited Partnerships | (2.4) | (0.6) | (4.6) | (1.6) |
| Total Other Equity Interests | (2.8) | (0.6) | (4.2) | (1.6) |
| Change in Fair Value of Equity Securities | (1.7) | (0.5) | (3.0) | (0.4) |
| Change in Fair Value of Convertible Securities | — | — | — | — |
| Change in Fair Value of Equity and Convertible Securities | $(1.7) | $(0.5) | $(3.0) | $(0.4) |

Net Realized Gains (Losses) on Sales of Investments

The components of Net Realized Investment Gains (Losses) for the three and six months ended June 30, 2026 and 2025 are presented below:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Fixed Maturities: |  |  |  |  |
| Gains on Sales | $1.3 | $0.4 | $3.9 | $1.7 |
| Losses on Sales | (0.7) | (0.5) | (3.1) | (1.0) |
| Equity Securities: |  |  |  |  |
| Gains on Sales | — | — | 0.2 | — |
| Losses on Sales | — | — | — | — |
| Other Investments: |  |  |  |  |
| Gains on Sales | — | — | — | 0.1 |
| Losses on Sales | — | — | — | — |
| Net Realized Investment Gains (Losses) | $0.6 | $(0.1) | $1.0 | $0.8 |
| Gross Gains on Sales | $1.3 | $0.4 | $4.1 | $1.8 |
| Gross Losses on Sales | (0.7) | (0.5) | (3.1) | (1.0) |
| Net Realized Investment Gains (Losses) | $0.6 | $(0.1) | $1.0 | $0.8 |

Impairment Losses

The Company regularly reviews its investment portfolio to determine whether a decline in the fair value of an investment has occurred from credit or other, non-credit related factors. If the decline in fair value is due to credit factors and the Company does not expect to receive cash flows sufficient to support the entire amortized cost basis, the credit loss is reported in the Condensed Consolidated Statements of (Loss) Income in the period that the declines are evaluated. Conversely, an increase in the fair value or disposal of an investment with a previously established credit allowance will result in the reversal of impairment losses reported in the Condensed Consolidated Statements of (Loss) Income in the period.

Investment Results (Continued)

The components of Impairment Losses in the Condensed Consolidated Statements of (Loss) Income for the three and six months ended June 30, 2026 and 2025 were:

| (Dollars in Millions) | Three Months Ended / Jun 30, 2026 / Amount | Three Months Ended / Jun 30, 2026 / Number of Issuers | Three Months Ended / Jun 30, 2025 / Amount | Three Months Ended / Jun 30, 2025 / Number of Issuers | Six Months Ended / Jun 30, 2026 / Amount | Six Months Ended / Jun 30, 2026 / Number of Issuers | Six Months Ended / Jun 30, 2025 / Amount | Six Months Ended / Jun 30, 2025 / Number of Issuers |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Other Assets1 | $(21.0) | 1 | — | — | $(21.0) | 1 | — | — |
| Fixed Maturities | (2.7) | 12 | (3.6) | 18 | (3.5) | 15 | (3.3) | 18 |
| Real Estate | (0.6) | 2 | — | — | (0.8) | 3 | — | — |
| Other | 0.6 | 1 | — | — | (0.1) | 9 | — | — |
| Impairment Losses2 | $(23.7) |  | $(3.6) |  | $(25.4) |  | $(3.3) |  |
| 1 During the second quarter of 2026, the Company established an allowance for credit loss for the surplus notes related to the Reciprocal Exchange. See Note 9, "Variable Interest Entities" to the Condensed Consolidated Financial Statements for more information. |  |  |  |  |  |  |  |  |
| 2 Includes losses from intent-to-sell securities and direct write-down securities of $0.7 million and $1.2 million for the three and six months ended June 30, 2026, respectively, and $0.1 million and $1.3 million for the three and six months ended June 30, 2025, respectively. |  |  |  |  |  |  |  |  |

Investment Quality and Concentrations

The Company’s fixed maturity investment portfolio is comprised primarily of high-grade corporate, municipal and agency bonds. At June 30, 2026, approximately 93.3% of the Company’s fixed maturity investment portfolio was rated investment-grade, which the Company defines as a security issued by a high quality obligor with at least a relatively stable credit profile and where it is highly likely that all contractual payments of principal and interest will timely occur and carry a rating from the National Association of Insurance Commissioners (“NAIC”) of 1 or 2. Securities with a rating of 1 or 2 from the NAIC typically are rated by one or more Nationally Recognized Statistical Rating Organizations and either have a rating of AAA, AA, A or BBB from Standard & Poor’s (“S&P”); a rating of Aaa, Aa, A or Baa from Moody’s Investors Service (“Moody’s”); or a rating of AAA, AA, A or BBB from Fitch Ratings.

The following table summarizes the credit quality of the Company’s fixed maturity investment portfolio at June 30, 2026 and December 31, 2025:

| (Dollars in Millions) / NAICRating | (Dollars in Millions) / Rating | Jun 30, 2026 / Amortized Cost | Jun 30, 2026 / Fair Value | Jun 30, 2026 / Percentage of Total | Dec 31, 2025 / Amortized Cost | Dec 31, 2025 / Fair Value | Dec 31, 2025 / Percentage of Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1 | AAA, AA, A | $5,267.6 | $4,674.8 | 69.6% | $5,319.9 | $4,750.5 | 70.5% |
| 2 | BBB | 1,746.7 | 1,595.3 | 23.7 | 1,710.2 | 1,574.4 | 23.3 |
| 3-4 | BB, B | 418.7 | 410.1 | 6.1 | 390.6 | 375.1 | 5.6 |
| 5-6 | CCC or Lower | 62.1 | 40.9 | 0.6 | 55.0 | 43.3 | 0.6 |
| Total Investments in Fixed Maturities |  | $7,495.1 | $6,721.1 | 100.0% | $7,475.7 | $6,743.3 | 100.0% |

Gross unrealized losses on the Company’s investments in below-investment-grade fixed maturities were $11.6 million and $13.6 million at June 30, 2026 and December 31, 2025, respectively.

Investment Quality and Concentrations (Continued)

The following table summarizes the fair value of the Company’s investments in governmental fixed maturities at June 30, 2026 and December 31, 2025:

| (Dollars in Millions) | Jun 30, 2026 / Fair Value | Jun 30, 2026 / Percentageof Total Investments | Dec 31, 2025 / Fair Value | Dec 31, 2025 / Percentageof Total Investments |
| --- | --- | --- | --- | --- |
| U.S. Government and Government Agencies and Authorities | $641.8 | 7.4% | $622.4 | 7.2% |
| States and Political Subdivisions: |  |  |  |  |
| Revenue Bonds | 1,106.4 | 12.8 | 1,128.5 | 13.0 |
| States | 67.8 | 0.8 | 68.7 | 0.8 |
| Political Subdivisions | 59.1 | 0.7 | 56.1 | 0.6 |
| Foreign Governments | 8.5 | 0.1 | 11.0 | 0.1 |
| Total Investments in Governmental Fixed Maturities | $1,883.6 | 21.8% | $1,886.7 | 21.7% |

The following table summarizes the fair value of the Company’s investments in non-governmental fixed maturities by range of amounts invested at June 30, 2026:

| (Dollars in Millions) | Number of Issuers | Aggregate Fair Value |
| --- | --- | --- |
| Below $5 | 753 | $1,420.7 |
| $5 -$10 | 187 | 1,360.5 |
| $10 - $20 | 106 | 1,411.9 |
| $20 - $30 | 19 | 436.9 |
| Greater Than $30 | 6 | 207.5 |
| Total | 1,071 | $4,837.5 |

The Company’s short-term investments primarily consist of money market funds, U.S. Treasury bills and short-term bonds. At June 30, 2026, the Company had $198.5 million invested in money market funds, which primarily invest in U.S. Treasury securities, and $72.9 million invested in U.S. Treasury bills and short-term bonds.

Investments in Limited Liability Companies and Limited Partnerships

The Company owns investments in various limited liability investment companies and limited partnerships that primarily invest in senior debt, mezzanine debt, and leveraged buyouts. Investments in limited liability investment companies and limited partnerships are reported either as Equity Method Limited Liability Investments, Other Equity Interests included in Equity Securities at Fair Value, or Other Investments, depending on the accounting method used to report the investment. Additional information pertaining to these investments at June 30, 2026 and December 31, 2025 is presented below.

| (Dollars in Millions) / Asset Class | Unfunded Commitment / Jun 30,2026 | Reported Value / Jun 30,2026 | Reported Value / Dec 31,2025 |
| --- | --- | --- | --- |
| Reported as Equity Method Limited Liability Investments: |  |  |  |
| Senior Debt | $54.2 | $21.2 | $21.1 |
| Mezzanine Debt | 39.4 | 118.8 | 115.5 |
| Leveraged Buyout | 11.9 | 7.1 | 6.5 |
| Real Estate | — | 26.0 | 24.1 |
| Other | 1.8 | 9.9 | 8.8 |
| Total Equity Method Limited Liability Investments | 107.3 | 183.0 | 176.0 |
| Reported as Other Equity Interests at Fair Value: |  |  |  |
| Mezzanine Debt | 83.5 | 120.1 | 115.8 |
| Leveraged Buyout | 41.9 | 44.0 | 40.5 |
| Distressed Debt | 17.5 | 9.5 | 10.8 |
| Senior Debt | 7.3 | 24.5 | 25.5 |
| Growth Equity | 4.7 | 11.9 | 10.7 |
| Other | 3.9 | 11.5 | 7.0 |
| Total Reported as Other Equity Interests at Fair Value | 158.8 | 221.5 | 210.3 |
| Reported as Other Investments: |  |  |  |
| Other Equity Investments | — | 4.5 | 5.9 |
| Total Investments in Limited Liability Companies and Limited Partnerships | $266.1 | $409.0 | $392.2 |

The Company expects that it will be required to fund its commitments over the next several years. The Company expects that the proceeds from distributions from these investments will be the primary source of funding of such commitments.

Insurance, Interest, and Other Expenses

Expenses for the three and six months ended June 30, 2026 and 2025 were:

| (Dollars in Millions) | Three Months Ended / Jun 30,2026 | Three Months Ended / Jun 30,2025 | Six Months Ended / Jun 30,2026 | Six Months Ended / Jun 30,2025 |
| --- | --- | --- | --- | --- |
| Insurance and Other Expenses: |  |  |  |  |
| Insurance Expenses: |  |  |  |  |
| Policy Acquisition Costs | $156.8 | $177.1 | $309.5 | $341.4 |
| Business Unit Operating Costs | 58.6 | 71.4 | 127.8 | 146.5 |
| Corporate Overhead Costs | 43.4 | 44.6 | 89.8 | 91.3 |
| Insurance Expenses | 258.8 | 293.1 | 527.1 | 579.2 |
| Other Expenses: |  |  |  |  |
| Acquisition and Disposition Related Transaction, Integration, Restructuring and Other Costs | 10.6 | 4.8 | 16.9 | 10.1 |
| Other Corporate Costs | 3.0 | 2.1 | 5.4 | 5.2 |
| Other Expenses | 13.6 | 6.9 | 22.3 | 15.3 |
| Insurance and Other Expenses | 272.4 | 300.0 | 549.4 | 594.5 |
| Interest Expense | 8.9 | 9.0 | 18.2 | 20.4 |
| Goodwill Impairment | 460.0 | — | 460.0 | — |
| Total Insurance, Interest, and Other Expenses | $741.3 | $309.0 | $1,027.6 | $614.9 |

Insurance and Other Expenses

Insurance and Other Expenses decreased by $27.6 million and $45.1 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily driven by lower Insurance Expenses, partially offset by higher Other Expenses.

Policy acquisition costs decreased by $20.3 million and $31.9 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily driven by reduced business volumes in the Specialty Property & Casualty Insurance segment.

Business unit operating costs decreased by $12.8 million and $18.7 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily due to lower expenses in the Specialty Property & Casualty Insurance Segment resulting from lower business volumes. Additionally, expenses in Non-Core Operations decreased as the business continued to run off.

Other Expenses increased by $6.7 million and $7.0 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily due to higher Acquisition and Disposition Related Transaction, Integration, Restructuring and Other Costs. These costs included $15.9 million and $19.9 million of restructuring charges to achieve operational and organizational efficiencies for the three and six months ended June 30, 2026, respectively. The Company continues to evaluate additional efficiency opportunities through 2027. These costs were partially offset by a pre-tax gain of $7.5 million related to the sale of Newins in the second quarter of 2026. The costs for the three and six months ended June 30, 2025 primarily consisted of integration expenses due to continued investments in information technology.

Interest Expense

Interest Expense decreased by $2.2 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to the redemption of $450 million of 4.350% senior notes in the first quarter of 2025.

Goodwill Impairment

Goodwill Impairment increased by $460.0 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, due to the impairment of goodwill related to the Specialty & Property Casualty Insurance segment. See Note 3, "Goodwill" to the Condensed Consolidated Financial Statements for more information.

Income Taxes

The federal corporate statutory income tax rate was 21% for the six months ended June 30, 2026 and June 30, 2025. The Company’s effective income tax rate, which was 0.2% and 20.2% for the three months ended June 30, 2026 and 2025, respectively, and 1.0% and 19.6% for the six months ended June 30, 2026 and 2025, respectively, differs from the federal corporate income tax rate due primarily to (1) nondeductible goodwill impairment, (2) tax-exempt investment income, (3) nontaxable income associated with the change in cash surrender value on Company-Owned Life Insurance, (4) general business tax credits, (5) a permanent difference between the amount of long-term equity-based compensation expense recognized under GAAP and the amount deductible for Federal tax purposes, (6) nondeductible executive compensation, (7) impact of deferred taxes in foreign jurisdictions, and (8) a change in valuation allowance related to foreign deferred tax assets.

The Company reported nondeductible goodwill expense of $467.2 million for the three and six months ended June 30, 2026. The Company reported no nondeductible goodwill expense for the same periods in 2025.

Tax-exempt investment income and dividends received deductions were $3.5 million for the three months ended June 30, 2026, compared to $3.9 million for the same period in 2025. Tax-exempt investment income and dividends received deductions were $7.1 million for the six months ended June 30, 2026, compared to $7.7 million for the same period in 2025.

The nontaxable increase in cash surrender value on Company-Owned Life Insurance was $11.9 million for the three months ended June 30, 2026, compared to $10.5 million for the same period in 2025. The nontaxable increase in cash surrender value on Company-Owned Life Insurance was $23.5 million for the six months ended June 30, 2026, compared to $20.7 million for the same period in 2025.

The Company realized investment tax credits and other federal income tax credits of $0.2 million for the three months ended June 30, 2026, compared to realized investment tax credits and other federal income tax credits of $0.3 million for the same period in 2025. The Company realized investment tax credits and other federal income tax credits of $0.5 million for the six months ended June 30, 2026, compared to realized investment tax credits and other federal income tax credits of $0.6 million for the same period in 2025.

The amount of expense recognized for long-term equity-based compensation expense was $1.3 million higher than the amount that would be deductible under the IRC for the three months ended June 30, 2026, compared to $0.2 million lower for the same period in 2025. The amount of expense recognized for long-term equity-based compensation expense was $6.7 million higher than the amount that would be deductible under the IRC for the six months ended June 30, 2026, compared to $2.2 million lower for the same period in 2025.

The amount of nondeductible executive compensation was $5.2 million for the three months ended June 30, 2026, compared to $5.2 million for the same period in 2025. The amount of nondeductible executive compensation was $6.7 million for the six months ended June 30, 2026, compared to $10.5 million for the same period in 2025.

Tax expense of $8.0 million was recorded for the three months ended June 30, 2026, compared to a tax benefit of $5.2 million for the same period in 2025 related to income taxes imposed in the foreign jurisdiction in which the Company operates. Tax expense of $0.2 million was recorded for the six months ended June 30, 2026, compared to a tax benefit of $4.4 million for the same period in 2025 related to income taxes imposed in the foreign jurisdiction in which the Company operates.

The Company recorded a decrease in valuation allowance of $6.6 million for the three months ended June 30, 2026, compared to an increase of $3.6 million for the same period in 2025 for those foreign deferred tax assets it determined were not more-likely-than-not to be realized. The Company recorded an increase in valuation allowance of $1.6 million for the six months ended June 30, 2026, compared to $4.4 million for the same period in 2025 for those foreign deferred tax assets it determined were not more-likely-than-not to be realized.

Recently Issued Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements with effective dates prior to July 1, 2026.

There were no adoptions of such accounting pronouncements during the six months ended June 30, 2026 that had a material impact on the Company’s Condensed Consolidated Financial Statements.

Liquidity and Capital Resources

Amended and Extended Credit Agreement

On March 15, 2022, the Company entered into an amended and extended credit agreement. The amended and extended credit agreement increased the borrowing capacity of the existing unsecured credit agreement to $600.0 million and extended the maturity date to March 15, 2027. Furthermore, the amended and extended credit agreement provided for an accordion feature whereby the Company could increase the revolving credit borrowing capacity by an additional $200.0 million for a total of maximum capacity of $800.0 million. On May 4, 2026, the Company reduced the borrowing capacity under the credit agreement from $600.0 million to $350.0 million in accordance with terms of the agreement. The accordion feature remained unchanged and permits the Company to increase total borrowing capacity up to $550.0 million. Financial covenants within the agreement may limit the Company from accessing the maximum capacity. The amount available as of June 30, 2026 was $350.0 million, the maximum capacity. There were no outstanding borrowings under the credit agreement at either June 30, 2026 or December 31, 2025.

Subsequently, on August 3, 2026, the Company entered into an amendment to the credit agreement. The Amendment, among other things, (i) replaces the consolidated net worth financial covenant contained in the agreement with a consolidated tangible net worth financial covenant, effective as of June 29, 2026, and (ii) adds a quarterly-tested financial covenant requiring each of Trinity and United Insurance to maintain a minimum risk-based capital ratio.

Long-term Debt

The Company designates debt obligations as either short-term or long-term based on maturity date at issuance. Total amortized cost of Long-term Debt, Non-Current outstanding on June 30, 2026 and December 31, 2025 was:

| (Dollars in Millions) | Jun 30,2026 | Dec 31,2025 |
| --- | --- | --- |
| Non-Current: |  |  |
| 2.400% Senior Notes due September 30, 2030 | $398.1 | $397.9 |
| 3.800% Senior Notes due February 23, 2032 | 397.2 | 396.9 |
| 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 | 149.2 | 148.7 |
| Total Long-term Debt Outstanding | $944.5 | $943.5 |

See Note 16, "Debt" to the Condensed Consolidated Financial Statements for more information regarding the Company’s long-term debt.

Federal Home Loan Bank Agreements

Kemper’s subsidiaries, United Insurance, Trinity, and AAC are members of the Federal Home Loan Banks (“FHLBs”) of Chicago, Dallas and Chicago, respectively. AAC became a member of the FHLB of Chicago in May 2022. United Insurance and Trinity became members of the FHLBs of Chicago and Dallas, respectively, in 2013. Under their memberships, United Insurance, Trinity and AAC may borrow through the advance program of their respective FHLB. The Company’s investments in FHLB common stock are reported at cost and included in Other Investments. The carrying value of FHLB of Chicago common stock was $14.7 million and $17.7 million at June 30, 2026 and December 31, 2025, respectively. The carrying value of FHLB of Dallas common stock was $2.2 million and $2.1 million at June 30, 2026 and December 31, 2025, respectively. The Company periodically uses short-term FHLB borrowings for a combination of cash management and risk management purposes, in addition to long-term FHLB borrowings for spread lending purposes.

During the first six months of 2026, United Insurance received no advances from the FHLB of Chicago and made repayments of $65.4 million. United Insurance had outstanding advances from the FHLB of Chicago totaling $448.4 million at June 30, 2026. These advances were made in connection with the Company’s spread lending program. The proceeds related to these advances were used to purchase fixed maturity securities to earn incremental net investment income.

For these advances, United Insurance held pledged securities in a custodial account with the FHLB of Chicago with a fair value of $547.7 million at June 30, 2026. The fair value of the collateral pledged must be maintained at certain specified levels above the borrowed amount, which can vary depending on the assets pledged. If the fair value of the collateral declines below these specified levels of the amount borrowed, United Insurance would be required to pledge additional collateral or repay outstanding borrowings. See Note 15, "Policyholder Obligations" to the Condensed Consolidated Financial Statements for additional information about the United Insurance advances and related funding agreements.

Liquidity and Capital Resources (Continued)

Common Stock Repurchases

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”). As of June 30, 2026, the remaining share repurchase authorization under the 2025 Repurchase Program was $304.2 million. The amount and timing of any future share repurchases under the 2025 Repurchase Program will depend on various factors, including market conditions, the Company’s financial condition, results of operations, available liquidity, particular circumstances and other considerations.

No shares were repurchased during the three and six months ended June 30, 2026.

During the three months ended June 30, 2025, Kemper repurchased and retired approximately 446,000 of its common stock in open market transactions under its share repurchase authorization for an aggregate cost of $28.5 million and an average cost per share of $64.04. During the six months ended June 30, 2025, Kemper repurchased and retired approximately 509,000 shares of its common stock in open market transactions under its share repurchase authorization for an aggregate cost of $32.5 million and an average cost per share of $63.90.

Dividends to Shareholders

Kemper paid a quarterly dividend of $0.32 per common share in the second quarter of 2026 and 2025, respectively. Dividends and dividend equivalents paid were $37.6 million and $41.0 million for the six months ended June 30, 2026 and 2025, respectively.

Subsidiary Dividends

Various insurance laws restrict the ability of Kemper’s insurance subsidiaries to pay dividends without regulatory approval. Such insurance laws applicable to the Company’s US based insurance subsidiaries generally restrict the amount of dividends paid in an annual period to the greater of statutory net income from the previous year or 10% of statutory capital and surplus. Kemper’s US based insurance subsidiaries paid $25.0 million of dividends to Kemper during the first six months of 2026. As of the filing date, Kemper’s US based insurance subsidiaries capacity to pay dividends without prior regulatory approval is estimated to be $6.2 million.

Sources and Uses of Funds

The Company directly held cash and investments totaling $130.0 million at June 30, 2026, compared to $145.4 million at December 31, 2025.

The primary sources of funds available for repayment of Kemper’s indebtedness, repurchases of common stock, future shareholder dividend payments, and the payment of interest on Kemper’s senior notes, include cash and investments directly held by Kemper, receipt of dividends from Kemper’s insurance subsidiaries and borrowings under the credit agreement and from subsidiaries.

The primary sources of funds for Kemper’s insurance subsidiaries are premiums, investment income, proceeds from the sales and maturity of investments, advances from the FHLBs of Chicago and Dallas, and capital contributions from Kemper. The primary uses of funds are the payment of policyholder benefits under life insurance contracts, claims under property and casualty insurance contracts and accident and health insurance contracts, the payment of commissions and general expenses, the purchase of investments and repayments of advances from the FHLBs of Chicago and Dallas.

Generally, there is a time lag between when premiums are collected and when policyholder benefits and insurance claims are paid. During periods of growth, property and casualty insurance companies typically experience positive operating cash flows and can invest a portion of their operating cash flows to fund future policyholder benefits and claims. During periods in which premium revenues decline, insurance companies may experience negative cash flows from operations and may need to sell investments to fund payments to policyholders and claimants. In addition, if the Company’s property and casualty insurance subsidiaries experience several significant catastrophic events over a relatively short period of time, investments may be sold to fund payments, which could result in investment gains or losses. Management believes that its property and casualty insurance subsidiaries maintain adequate levels of liquidity in the event that they were to experience several future catastrophic events over a relatively short period of time.

Liquidity and Capital Resources (Continued)

Information about the Company’s cash flows for the six months ended June 30, 2026 and 2025 is presented below.

| (Dollars in Millions) | Jun 30, 2026 | Jun 30, 2025 |
| --- | --- | --- |
| Net Cash Provided by Operating Activities | $119.3 | $269.6 |
| Net Cash (Used in) Provided by Investing Activities | (59.7) | 361.4 |
| Net Cash Used in Financing Activities | (104.4) | (519.4) |

Cash available for investment activities is dependent on cash flow from Operating Activities and Financing Activities and the level of cash the Company elects to maintain.

Net Cash Provided by Operating Activities

Net cash provided by Operating Activities was $119.3 million for the six months ended June 30, 2026, compared to net cash provided of $269.6 million for the same period in 2025. The decrease in net cash provided by Operating Activities was primarily driven by lower personal automobile volumes in the Specialty Property & Casualty business.

Net Cash (Used in) Provided by Investing Activities

Net cash used in Investing Activities for the six months ended June 30, 2026 was $59.7 million, compared to net cash provided of $361.4 million for the same period in 2025. The decrease in net cash provided by Investing Activities was primarily due to proceeds from sales of short term investments in the first quarter of 2025 that were primarily used to fund the redemption of the $450.0 million 4.350% Senior Notes due February 15, 2025 (the “2025 Senior Notes”).

Net Cash Used in Financing Activities

Net cash used in Financing Activities for the six months ended June 30, 2026 was $104.4 million, compared to net cash used of $519.4 million for the same period in 2025. This decrease in net cash used by Financing Activities was primarily due to the redemption of the 2025 Senior Notes in the first quarter of 2025 and absence of common stock repurchases in 2026, partially offset by higher net repayments under United Insurance's FHLB of Chicago spread lending program.

Critical Accounting Estimates

Kemper’s subsidiaries conduct their operations in two industries: property and casualty insurance and life insurance. Accordingly, the Company is subject to several industry-specific accounting principles under GAAP. The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The process of estimation is inherently uncertain. Accordingly, actual results could ultimately differ materially from the estimated amounts reported in a company’s financial statements. Different assumptions are likely to result in different estimates of reported amounts.

The Company’s critical accounting policies most sensitive to estimates include the valuation of investments, the valuation of life insurance reserves, the valuation of reserves for property and casualty insurance incurred losses and LAE, the assessment of recoverability of goodwill, and the recoverability of deferred tax assets. The Company’s critical accounting policies are described in the MD&A included in the 2025 Annual Report. There have been no material changes to the information disclosed in the 2025 Annual Report with respect to these critical accounting estimates and the Company’s significant accounting policies.

## Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the Company’s disclosures about market risk in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of Part II of the 2025 Annual Report. Accordingly, no disclosures about market risk have been made in Item 3 of this Form 10-Q.

## Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The Company’s management, with the participation of Kemper’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on such evaluation, Kemper’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by Kemper in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SEC’s rules and forms, and accumulated and communicated to the Company’s management, including Kemper’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Items not listed here have been omitted because they are inapplicable or the answer is negative.

## Item 1. Legal Proceedings

Information concerning pending legal proceedings is incorporated herein by reference to Note 18, "Commitments and Contingencies" to the Condensed Consolidated Financial Statements in Part I of this Form 10-Q.

## Item 1A. Risk Factors

For a discussion of the Company’s significant risk factors, see Item 1A. of Part I of the 2025 Annual Report. Readers are also advised to consider other factors not presently known by, or considered material to, the Company that could materially affect the Company’s business, financial condition and results of operations, along with other information disclosed in the 2025 Annual Report and this Quarterly Report on Form 10-Q, including the factors set forth under the caption “Caution Regarding Forward-Looking Statements” beginning on page 1 of the 2025 Annual Report and on page 1 of this Quarterly Report on Form 10-Q, and to consult any further disclosures Kemper makes on related subjects in its filings with the SEC.

## Item 2. 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 August 5, 2025, Kemper’s Board of Directors approved a share repurchase authorization, under which the Company can repurchase up to $500.0 million of its common stock (the “2025 Repurchase Program”). As of June 30, 2026, the remaining share repurchase authorization under the 2025 Repurchase Program was $304.2 million.

Shares repurchased and retired during the three months ended June 30, 2026 were as follows:

| Period | Total Number of / Shares Purchased | Average Price / Paid per Share | Maximum Dollar Value of Shares / that May Yet Be Purchased / Under the Plans or Programs / (Dollars in Millions) |
| --- | --- | --- | --- |
| April 2026 | — | — | $304.2 |
| May 2026 | — | — | $304.2 |
| June 2026 | — | — | $304.2 |

Repurchases are made in the open market in accordance with applicable federal securities laws, including Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934.

## Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Securities Trading Plans of Executive Officers and Directors

The Company’s Insider Trading Policy permits executive officers and directors to enter into trading plans designed to comply with Rule 10b5-1 under the Exchange Act. During the three months ended June 30, 2026, none of the Company’s executive officers or directors adopted, modified or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

## Item 5M. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Securities Trading Plans of Executive Officers and Directors

The Company’s Insider Trading Policy permits executive officers and directors to enter into trading plans designed to comply with Rule 10b5-1 under the Exchange Act. During the three months ended June 30, 2026, none of the Company’s executive officers or directors adopted, modified or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

## Item 6. Exhibits

The Exhibit Index that follows has been filed as part of this report. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit Index

The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers followed by an asterisk (*) indicate exhibits that are management contracts or compensatory plans or arrangements.

| Exhibit Number | Exhibit Description | Filed or Furnished Herewith |
| --- | --- | --- |
| 10.1 | First Amendment to Third Amended and Restated Credit Agreement, dated August 3, 2026, by and among the Company, as the borrower, the lenders and issuing banks from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent | X |
| 10.2* | Kemper Corporation 2026 Inducement Plan | X |
| 10.3* | Form of Non-Qualified Stock Option and SAR Award Agreement (Installment-Vesting), as of June 1, 2026, under the Kemper Corporation 2026 Inducement Plan | X |
| 10.4* | Form of Performance-Based Restricted Stock Unit Award Agreement (Adjusted Tangible Book Value with a Relative TSR Modifier), as of June 1 2026, under the Kemper Corporation 2026 Inducement Plan | X |
| 10.5* | Form of Performance-Based Restricted Stock Unit Award Agreement (Adjusted ROE), as of June 1, 2026, under the Kemper Corporation 2026 Inducement Plan | X |
| 10.6* | Form of Restricted Stock Unit Award Agreement (Installment-Vesting) (CEO), as of June 1, 2026, under the Kemper Corporation 2026 Inducement Plan | X |
| 10.7* | Form of Restricted Stock Unit Award Agreement (Installment-Vesting), as of June 1, 2026, under the Kemper Corporation 2026 Inducement Plan | X |
| 10.8* | Kemper Corporation Executive Severance Plan | X |
| 31.1 | Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a) | X |
| 31.2 | Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a) | X |
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |

| Exhibit Number | Exhibit Description | Filed or Furnished Herewith |
| --- | --- | --- |
| 101.1 | XBRL Instance Document | X |
| 101.2 | XBRL Taxonomy Extension Schema Document | X |
| 101.3 | XBRL Taxonomy Extension Calculation Linkbase Document | X |
| 101.4 | XBRL Taxonomy Extension Label Linkbase Document | X |
| 101.5 | XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 101.6 | XBRL Taxonomy Extension Definition Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X |

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Kemper Corporation

Date: August 5, 2026 /s/ STEPHEN J. MCANENA

Stephen J. McAnena

President and Chief Executive Officer   (Principal Executive Officer)

Date: August 5, 2026 /s/ BRADLEY T. CAMDEN

Bradley T. Camden

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: August 5, 2026 /s/ JAMES A. ALEXANDER

James A. Alexander

Senior Vice President and Chief Accounting Officer   (Principal Accounting Officer)

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## EX-10.1

SEC source: [kmpr20266302026ex101.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex101.htm)

![Slide 1](<kmpr20266302026ex101001.jpg>)

> **Source slide transcript**
>
> #541643885_v8 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 3, 2026, is executed by and among Kemper Corporation (the “Borrower”), the Lenders party hereto constituting the Required Lenders (each as defined in the Credit Agreement referred to below), and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). BACKGROUND WHEREAS, the Borrower, the lenders party thereto from time to time (“Lenders”), the Administrative Agent and the other named agents are party to that certain Third Amended and Restated Credit Agreement, dated as of March 15, 2022 (as amended, supplemented or modified from time to time, the “Credit Agreement”); and WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend certain provisions of the Credit Agreement as set forth herein, and the Administrative Agent and the Lenders signatory hereto (which constitute Required Lenders) have agreed to provide such amendments, subject to the terms and conditions hereof. NOW THEREFORE, in consideration of the matters set forth in the recitals and the covenants and provisions herein set forth, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENT Section 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. Section 2. Amendments to the Credit Agreement. Effective as of June 29, 2026, the Credit Agreement is hereby amended as follows: 2.1. Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order: “Company Action Level” means the designation given by either the National Association of Insurance Commissioners or the state department of insurance of the state of domicile of the insurance company in question of a level or range of levels of Risk- Based Capital Ratios as the Risk-Based Capital Ratio or Ratios, as applicable, of an insurance company which permit a state insurance department or commission (or other governmental entity) to require such insurance company (or which otherwise cause such insurance company to be required) to file a financial plan identifying problem conditions and a proposal of corrective or remedial actions with any state insurance department or commission (or other governmental entity) pursuant to rules, regulations or guidelines adopted by the National Association of Insurance Commissioners or any applicable state department of insurance. In the event there is no such designation given by the National

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![Slide 2](<kmpr20266302026ex101002.jpg>)

> **Source slide transcript**
>
> 2 #541643885_v8 Association of Insurance Commissioners or any applicable state department of insurance pursuant to such rules, regulations or guidelines, “Company Action Level” shall be deemed to mean any level or range of levels of Risk-Based Capital Ratios of an insurance company which permit a state insurance department or commission (or other governmental entity) to take any corrective or remedial actions with respect to such insurance company pursuant to such rules, regulations or guidelines. “Consolidated Tangible Net Worth” means, at any date of determination, (a) the Consolidated Net Worth of the Borrower and its Subsidiaries, less (b) the amount of goodwill included therein. “First Amendment Effective Date” means August 3, 2026. “Risk-Based Capital Ratio” means the risk-based capital ratio of any applicable Person adopted from time to time by the National Association of Insurance Commissioners or by the state department of insurance of the state of domicile of the insurance company in question. In the event that there is a conflict between the risk-based capital ratio formulae adopted by the National Association of Insurance Commissioners and any applicable state department of insurance, the formula adopted by such state department of insurance shall be the applicable formula for purposes of this Agreement. 2.2. Section 6.07 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: SECTION 6.07. Borrower’s Minimum Consolidated Tangible Net Worth. The Borrower shall have, at all times (to be reported to the Administrative Agent for distribution to the Lenders as of the end of each fiscal quarter, beginning with the fiscal quarter ending June 30, 2026, and at such other times as shall reasonably be requested by the Administrative Agent), a Consolidated Tangible Net Worth at least equal to, without duplication, the sum of (a) $1,400,000,000, plus (b) an amount equal to 25% of Consolidated Net Income of the Borrower and its Subsidiaries for each fiscal quarter ending after June 30, 2026, in which such Consolidated Net Income is greater than $0, plus (c) an amount equal to 50% of the aggregate increase in Consolidated Net Worth from equity issuances by the Borrower and its Subsidiaries after the First Amendment Effective Date. 2.3. Section 6.08 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: SECTION 6.08. Risk-Based Capital Ratio. Neither Trinity nor United Insurance shall, as of the last day of any fiscal quarter, beginning with the fiscal quarter ending June 30, 2026, fail to have a Risk-Based Capital Ratio which is equal to at least one hundred fifty percent (150%) of the highest Risk-Based Capital Ratio within the category of Company Action Level (or any successor designation) as prescribed by rules, regulations or guidelines adopted by the National Association of Insurance Commissioners or the state department of insurance of the state of domicile of Trinity or United Insurance, as applicable, and such failure shall continue and not be cured within 60 days after the end of such fiscal quarter.

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![Slide 3](<kmpr20266302026ex101003.jpg>)

> **Source slide transcript**
>
> 3 #541643885_v8 2.4. Section 7.01 of the Credit Agreement is hereby amended by deleting clause (c) thereof in its entirety and replacing it with the following: (c) The Borrower shall default in the performance or observance of any agreement or covenant contained in subsection 5.07, 5.09, 5.10, 5.11, 5.12, 5.14(a), 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07, 6.08, 6.10 or 6.11 hereof; or Section 3. Representations and Warranties. To induce the Administrative Agent and the undersigned Lenders to execute this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and such Lenders, as of the date hereof, as follows: 3.1. the execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate or other organizational action of the Borrower, and this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the following qualifications: (a) the discretion of any court in awarding equitable remedies, and (b) bankruptcy, insolvency, liquidation, reorganization, moratorium, reconstruction, and other similar laws or legal or equitable principles affecting enforcement of creditors’ rights generally; 3.2. each of the representations and warranties in the Credit Agreement is true and correct in all material respects on and as of the date hereof (except, in each case, to the extent stated to relate to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date); and 3.3. no Default exists under the Credit Agreement or would exist immediately after giving effect to this Amendment. Section 4. Effectiveness. This Amendment shall become effective as of the date first set forth above, subject to the satisfaction of the following conditions precedent: 4.1. Amendment. Administrative Agent (or its counsel) shall have received from each of the Borrower and each Lender party hereto either (i) a counterpart of this Amendment, signed on behalf of such party, or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic mail transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. 4.2. Representations and Warranties. The representations and warranties of the Borrower set forth in Section 3 of this Amendment shall each be true and correct to the extent and in the manner described therein. 4.3. No Default. Immediately after giving effect to this Amendment, no Default under the Credit Agreement shall have occurred and be continuing. 4.4. Fees and Expenses. The Lenders and the Administrative Agent shall have received, on or before the First Amendment Effective Date, all fees required to be paid and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel).

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![Slide 4](<kmpr20266302026ex101004.jpg>)

> **Source slide transcript**
>
> 4 #541643885_v8 Section 5. Reference to and Effect Upon the Credit Agreement. 5.1. Except as specifically provided herein (including as pursuant to the immediately succeeding sentence), the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. Section 6.07 of the Credit Agreement, as in effect immediately prior to the effectiveness of this Amendment (the “Previous Covenant”), is hereby superseded in its entirety by the amendment to the Credit Agreement set forth in Section 2.2 hereof (the “New Covenant”), and as a result, (a) as of June 29, 2026, the Previous Covenant shall be of no further force or effect for all purposes of the Credit Agreement, and (b) Borrower shall be required to report whether or not it was in compliance with the New Covenant as the last day of the fiscal quarter ended June 30, 2026 and provide the computations supporting such report pursuant to Section 5.12(b) of the Credit Agreement, at the same time as it delivers the financial statements for such fiscal quarter. 5.2. Except as specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any other Credit Document, nor constitute an amendment or waiver of any provision of the Credit Agreement or any other Credit Document. Upon the effectiveness of this Amendment, each reference to the Credit Agreement contained therein or in any other Credit Document shall mean and be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a Credit Document for the purposes of the Credit Agreement and each other Credit Document. Section 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF ILLINOIS. Section 7. Enforceability and Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Section 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Section 9. Fax or Other Transmission. Delivery by one or more parties hereto of an executed counterpart of this Amendment via facsimile, telecopy or other electronic method of transmission pursuant to which the signature of such party can be seen (including Adobe Corporation’s Portable Document Format or PDF) shall have the same force and effect as the delivery of an original manually executed counterpart of this Amendment or the use of a paper- based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Any party delivering an executed counterpart

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![Slide 5](<kmpr20266302026ex101005.jpg>)

> **Source slide transcript**
>
> 5 #541643885_v8 of this Amendment by facsimile or other electronic method of transmission shall also deliver an original executed counterpart thereof, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form. Section 9.06 of the Credit Agreement is incorporated herein mutatis mutandis. Section 10. Costs and Expenses. The Borrower hereby affirms its obligation under Section 9.03(a) of the Credit Agreement to reimburse the Administrative Agent for, all reasonable, documented out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, and in the case of legal expenses, limited to the attorneys’ fees and expenses of Holland & Knight LLP, primary legal counsel for the Administrative Agent with respect thereto. [signature pages follow]

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![Slide 6](<kmpr20266302026ex101006.jpg>)

> **Source slide transcript**
>

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![Slide 7](<kmpr20266302026ex101007.jpg>)

> **Source slide transcript**
>
> LENDERS: JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender By: _________________________________ Title: _______________________________

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![Slide 8](<kmpr20266302026ex101008.jpg>)

> **Source slide transcript**
>

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![Slide 9](<kmpr20266302026ex101009.jpg>)

> **Source slide transcript**
>
> BANK OF AMERICA, N.A., as a Lender By: ________________________________ Title: _______________________________ Elliot Hartman Vice President

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![Slide 10](<kmpr20266302026ex101010.jpg>)

> **Source slide transcript**
>
> REGIONS BANK, as a Lender �4loi 1ovvL, By: Taylor Poole Title: Director #541643885 v6

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![Slide 11](<kmpr20266302026ex101011.jpg>)

> **Source slide transcript**
>
> #541643885_v6 THE NORTHERN TRUST COMPANY, as a Lender By: ________________________________ Name: Peter Romanchuk Title: Vice President, Commercial Banker

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![Slide 12](<kmpr20266302026ex101012.jpg>)

> **Source slide transcript**
>
> BMO HARRIS BANK N.A., as a Lender By: Michael Kingsley __________________ Title: Director ________________________

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![Slide 13](<kmpr20266302026ex101013.jpg>)

> **Source slide transcript**
>
> FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender By: ________________________________ Title: _______________________________ Director and Vice President Collin Wagner

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![Slide 14](<kmpr20266302026ex101014.jpg>)

> **Source slide transcript**
>
> GOLDMAN SACHS BANK USA, as a Lender By: Elizabeth Tosin Title: Authorized Signatory

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![Slide 15](<kmpr20266302026ex101015.jpg>)

> **Source slide transcript**
>

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![Slide 16](<kmpr20266302026ex101016.jpg>)

> **Source slide transcript**
>
> US BANK NATIONAL ASSOCIATION, as a Lender By: ________________________________ Title: _______________________________ Joshua Metcalf Vice President

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![Slide 17](<kmpr20266302026ex101017.jpg>)

> **Source slide transcript**
>
> ASSOCIATED BANK, N.A., as a Lender By: Name: James R. Cribbet Title: Senior Vice President

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![Slide 18](<kmpr20266302026ex101018.jpg>)

> **Source slide transcript**
>
> #541643885_v6 Citibank, N.A., as a Lender By: Name: Peter Bickford_________________ Title: Vice President & Managing Director _

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![Slide 19](<kmpr20266302026ex101019.jpg>)

> **Source slide transcript**
>

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![Slide 20](<kmpr20266302026ex101020.jpg>)

> **Source slide transcript**
>
> UBS AG, STAMFORD BRANCH, as a Lender By: ________________________________ Title: _______________________________ By: ________________________________ Title: _______________________________ Massimo Ippolito Associate Director Joselin Fernandes Director

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## EX-10.2

SEC source: [kmpr20266302026ex102.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex102.htm)

KEMPER CORPORATION

2026 INDUCEMENT PLAN

1.PURPOSE OF PLAN

The purpose of this Kemper Corporation 2026 Inducement Plan (this “Plan”) of Kemper Corporation, a Delaware corporation (the “Company”), is to advance the interests of the Company by providing a material inducement for the best available individuals to join the Company and its subsidiaries as employees by affording such individuals an opportunity to acquire a proprietary interest in the Company.

2.ELIGIBILITY

The Plan will be reserved solely for awards to persons whom the Company may issue shares of common stock, par value $0.10 per share, of the Company (“Common Stock”) without stockholder approval pursuant to New York Stock Exchange Listing Rule 303A.08, or any successor rule relating to inducement awards (the “Inducement Rules”).

3.SHARE LIMITS; GRANT OF AWARDS

The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan is 1,000,000 shares (the “Share Limit”), such limit subject to adjustment as contemplated by Section 4.3 of the 2023 Plan.

4.EFFECTIVE DATE

This Plan is effective as of May 6, 2026, the date of its approval by the Board (the “Effective Date”). Unless earlier terminated by the Board, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Committee with respect thereto, including the authority to amend such awards to the extent permitted by the Inducement Rules) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

5.OTHER TERMS

Except as expressly set forth herein, the terms of the Plan shall be identical to the terms of the 2023 Plan, and such terms are incorporated by reference into this Plan (with such non-substantive changes as are necessary to reflect their usage in this Plan instead of the 2023 Plan); provided, however, that no ISOs shall be awarded under this Plan. In the event of any conflict between the provisions in this Plan and those of the 2023 Plan, the provisions of this Plan shall govern.

6.DEFINED TERMS

6.1. “2023 Plan” means the Amended and Restated Kemper Corporation 2023 Omnibus Plan, as may be amended from time to time.

6.2. “Eligible Person” means persons expected to become officers and other employees of the Company and its subsidiaries as the Committee in its sole discretion may select from time to time and who is eligible to receive an award under this Plan pursuant to the Inducement Rules.

6.3 Defined terms not defined herein shall have the meaning set forth in the 2023 Plan.

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## EX-10.3

SEC source: [kmpr20266302026ex103.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex103.htm)

ACKNOWLEDGEMENT

I acknowledge that I have at least fourteen (14) days to review the following Equity Agreement (“Agreement”) before agreeing to its terms, although I may voluntarily elect to sign this Agreement before the end of this review period. I further acknowledge that I hereby am advised to consult with an attorney before signing to this Agreement, including with respect to the non-solicitation and other restrictive covenants it contains.

Kemper Corporation 2026 Inducement Plan

NON-QUALIFIED STOCK OPTION AND SAR AWARD AGREEMENT

(Installment Vesting Form)

This NON-QUALIFIED STOCK OPTION AND SAR AWARD AGREEMENT (“Agreement”) is made as of this ______ day of _________________, 20__ (“Grant Date”) between KEMPER CORPORATION, a Delaware corporation (“Company”), and «name» (“Participant”), for an award consisting of the right and option (“Option”) to purchase, on the terms and conditions hereinafter set forth, shares of the Company’s common stock (“Common Stock”), along with a tandem stock appreciation right (“SAR”). The Option is being granted as an “employment inducement award” under Rule 303A.08 of the New York Stock Exchange Listing Rules and the Kemper Corporation 2026 Inducement Plan (“Plan”) and is granted outside of the Amended and Restated Kemper Corporation 2023 Omnibus Plan (“2023 Plan”). Notwithstanding that the Option is being granted outside of the 2023 Plan, except as expressly provided otherwise, the Option will be governed in a manner consistent with the terms and conditions of the 2023 Plan.

SIGNATURES

As of the date set forth above, the parties have accepted the terms of this Agreement by signing this Agreement by an electronic signature, and each party agrees that such signature shall not be denied legal effect, validity or enforceability solely because it was submitted or executed electronically.

KEMPER CORPORATION PARTICIPANT

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

C. Thomas Evans, Jr.   Executive Vice President   Secretary & General Counsel «name»

RECITALS

A.The Board of Directors of the Company (“Board”) has adopted the Plan, including all amendments to date, to be administered by the Compensation Committee of the Board or any subcommittee thereof, or any other committee designated by the Board to administer the Plan (“Committee”). Capitalized terms that are not defined herein shall be defined in accordance with the 2023 Plan.

B.The Plan authorizes the Committee to grant, as a material inducement for the Participant to accept employment with the Company, awards of various types, including Options to purchase shares of Common Stock and tandem SARs.

C.Pursuant to the Plan, the Committee has determined that it is in the best interests of the Company and its shareholders to grant a non-qualified Option (and tandem SAR) to the Participant under the terms and conditions specified in this Agreement as an inducement to accept employment with the Company.

D.Neither the Option nor the SAR granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2

NOW, THEREFORE, the parties hereto agree as follows:

1.Grant.

(a)The Company grants the Option to purchase all or any part of an aggregate of «shares» shares of Common Stock at the Exercise Price (as defined below) to the Participant, which will be exercisable in accordance with the provisions of this Agreement; provided that the Option may not be exercised with respect to a fraction of a share.

(b)The Option is coupled with a SAR that is exercisable to the extent, and only to the extent, that the Option is vested as described in Section 6. The SAR shall entitle the Participant to surrender the Option (or any portion thereof, subject to Section 8(a)) to the Company unexercised and receive in exchange therefor that number of shares of Common Stock having an aggregate value equal to: (A) the excess of the Fair Market Value (as defined below) of one share of Common Stock over the Exercise Price, multiplied by (B) the number of such shares of Common Stock subject to the Option (or portion thereof) which is so surrendered.

2.Exercise Price. The per share price of Common Stock issuable upon exercise of the Option or SAR shall be $ ____ (“Exercise Price”), which shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Grant Date. The Exercise Price may be adjusted in accordance with Section 13.

3.Governing Plan. The Option is granted pursuant to the Plan, which is incorporated herein for all purposes. The Participant agrees to be bound by the terms and conditions of the Plan, which controls in case of any conflict with this Agreement, except as otherwise provided for in the Plan. No amendment of the Plan shall adversely affect this Option in any material way without the written consent of the Participant.

4.Restrictions on Transfer. The Option and SAR and all rights and privileges granted hereby (including the right of exercise) shall not be transferred, assigned, pledged or hypothecated in any way, whether by operation of the law or otherwise, except by will or the laws of descent and distribution. Without limiting the generality of the preceding sentence, no rights or privileges granted hereby may be assigned or otherwise transferred to the spouse or former spouse of the Participant pursuant to any divorce proceedings, settlement or judgment, unless approved by the Committee. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option or the SAR or any other rights or privileges granted hereby contrary to the provisions hereof, the Option and SAR and all other rights and privileges contained herein shall immediately become null and void and of no further force or effect.

5.Term. Except as provided in Section 11, neither the Option nor the SAR shall be exercisable after the Company’s close of business on the last business day that occurs coincident with or prior to the earliest of (“Expiration Date”):

(a)the 10th anniversary of the Grant Date;

(b)the first anniversary of the Participant’s death;

(c)the first anniversary of the Participant’s termination of Service due to the Participant’s Disability;

(d)the date that is three (3) months following the Participant’s termination of Service for any reason other than Cause; or

(e)any date of the Participant’s termination of Service for Cause.

3

6.Vesting and Exercise.

(a)Vesting. The Option and/or the SAR may only be exercised to the extent they are vested. To the extent not previously forfeited, and except as provided in Section 6(b) below, the Option and SAR shall vest in three (3) equal, annual installments, beginning on the first anniversary of the Grant Date, if the Participant continues in Service through the applicable date (each date of vesting, a “Vesting Date”).

(b)Acceleration of Vesting. Notwithstanding the terms of Section 6(a) above, to the extent not previously vested or forfeited, the shares covered by the Option and SAR shall fully vest on the earliest to occur of the following (the date of which shall also be designated as a Vesting Date) prior to the Expiration Date:

(i)the date of the Participant’s death or Disability, if the Participant dies or becomes Disabled while in Service; or

(ii)the date upon which vesting is accelerated in accordance with Section 13(b), or otherwise by the Committee in its discretion in accordance with the terms of the Plan.

(c)Certain Definitions.

(i)“Cause” means any of the following: (1) the Participant’s theft or falsification of any Company or Affiliate documents, records or property; (2) the Participant’s improper use or disclosure of the Company’s or an Affiliate’s confidential or proprietary information in breach of the Company’s Essential Standards of Conduct or an applicable contractual or other obligation, or using such information for personal gain including, without limitation, by trading in Company securities on the basis of material, non-public information; (3) fraud, misappropriation of or intentional material damage to the property or business of the Company or an Affiliate or other action by the Participant which has a material detrimental effect on the Company’s or an Affiliate’s reputation or business as determined by the Committee; (4) the Participant’s material failure or inability to perform any reasonable assigned and lawful duties after written notice from the Company or Affiliate of such failure or inability, and such failure or inability is not cured by the Participant within ten (10) business days; (5) the Participant’s conviction (including any plea of guilty or nolo contendere) of any felony or any criminal violation involving fraud, embezzlement, misappropriation, dishonesty, the misuse or misappropriation of money or other property or any other crime which has or would reasonably be expected to have an adverse effect on the business or reputation of the Company or an Affiliate or (6) a material breach by the Participant of the policies and procedures of the Company or an Affiliate, including, but not limited to, any breach of the Company’s Essential Standards of Conduct and the requirements of Section 18 below.

(ii)“Disabled” or “Disability” means that the Participant either:

(A)is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and, with respect to a Participant who is an Employee, is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan (e.g., a long term disability plan) covering Employees of the Company or Affiliate that employs the Participant ; or

(B)is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

(iii)“Employer” means the Company or Affiliate by whom the Participant is employed, or to whom the Participant provides services.

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(iv)“Good Reason” means any action taken by the Employer which results in a material negative change to the Participant in the employment relationship, such as the duties to be performed, the conditions under which such duties are to be performed or the compensation to be received for performing such services. A termination by the Participant shall not constitute termination for Good Reason unless the Participant shall first have delivered to the Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than ninety (90) days after the occurrence of such event), and there shall have passed a reasonable time (not less than thirty (30) days) within which the Employer may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by the Participant and the Participant terminates within ninety (90) days following the expiration of the cure period.

(v)“Service” means the period during which the Participant is an Employee, Director or Third Party Service Provider; provided, however, that the Participant will not be deemed to be in Service after the Company divests its control in the Affiliate for whom the Participant is exclusively in Service, or if the Company’s control of such Affiliate otherwise ceases.

7.Termination of Service. On the date of the Participant’s cessation of Service, any unvested portion of the Option and SAR held by the Participant that does not vest upon such cessation of Service in accordance with this Agreement shall be forfeited to the Company. If the Participant’s Service is terminated, or is deemed to be terminated, for Cause, any outstanding portions of the Option and SAR held by the Participant (vested or unvested) shall be forfeited to the Company on the date of such termination of Service. For purposes of the preceding sentence, a Participant’s Service shall be deemed terminated for Cause if the Participant resigns or is terminated and the Committee determines in good faith, either before, at the time of, or after such termination, that one or more of the events or actions described in the definition of Cause in Section 6(c) existed as of the time of such termination.

8.Manner of Exercise.

(a)During the period beginning on the applicable Vesting Date and ending on the Expiration Date, the Participant may purchase all or any part of the shares of Common Stock subject to the vested portion of the Option or may receive such lesser number of shares as may be available through the exercise of the SAR. In the event the Option (or any portion thereof) is exercised, then the SAR (or the corresponding portion) shall terminate. In the event that the SAR (or any portion thereof) is exercised, then the Option (or the corresponding portion) shall likewise terminate. Consequently, the total number of shares subject to the Option shall be reduced by the number of shares for which the Option or the SAR has previously been exercised. Likewise, the total number of shares subject to the SAR shall be reduced by the number of shares for which the SAR or the Option has previously been exercised.

(b)Each exercise of the Option shall be initiated by the Participant or his or her Representative by means of a notice of exercise delivered to the Company through the internet portal (“Portal”) provided by or on behalf of the Company or, if such Portal is not available for such exercise, in the form of a written document or electronic mail (“Notice”). The Notice shall identify the number of shares for which the Option is being exercised. Before shares of Common Stock will be issued and subject to the requirements of Section 9 below, the aggregate Exercise Price for the shares for which the Option is being exercised shall be paid to the Company in a manner permitted under the Plan.

(c)Each exercise of the SAR shall be initiated by the Participant or his or her Representative by delivery of a Notice as described above in Section 8(b). The Notice shall identify the number of shares for which the SAR is being exercised. Upon satisfaction of the Participant’s obligation to pay the Company the amount of all taxes that the Company is required to withhold in connection with such exercise as specified in Section 9 below, the Company shall issue to the Participant a number of shares of the Company’s common stock determined in accordance with Section 1(b). The SAR may only be settled by delivery of shares of Common Stock and not by payment of cash to the Participant. Any fractional share that would otherwise result from an exercise of the SAR shall be rounded down to the nearest whole share.

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(d)The date of exercise shall be: (i) in the case of an Option exercise, the date that the Company receives the Notice if received within regular market hours on a day that the New York Stock Exchange is open for business (“Trading Day”), and otherwise on the next Trading Day; provided, however, that if the Notice is provided by means of a “Good Till Cancelled Order” involving a “Same Day Sale” or “Sell to Cover” transaction (“Order”), then the date of exercise shall instead be the date that the Order is executed; (ii) in the case of a SAR exercise not conducted through the Portal, the date specified in the Notice or, if not specified, the date that the Company receives the Notice; or (iii) in the case of a SAR exercise conducted through the Portal, the date that the Company receives the Notice if received within regular market hours on a Trading Day, and otherwise on the next Trading Day.

(e)The Option and SAR may be exercised only by the Participant or his or her Representative, and not otherwise, regardless of any community property interest therein of the spouse of the Participant, or such spouse’s successors in interest. If the spouse of the Participant shall have acquired a community property interest in the Option or the SAR, the Participant, or the Participant’s Representative, may exercise the Option and/or the SAR on behalf of the spouse of the Participant or such spouse’s successors in interest.

9.Withholding of Taxes. Upon the exercise of the Option or the SAR, the Participant or the Participant’s Representative shall pay to the Company the amount of any taxes which the Company is required to withhold with respect to such exercise. Subject to the limitations set forth in the next two sentences, the Company shall withhold shares of Common Stock that would otherwise have been issued pursuant to the exercise of the Option or the SAR to satisfy the tax withholding obligations, unless and except to the extent that the Participant or his or her Representative elects to satisfy all or any portion of such tax withholding obligations by cash payment to the Company. Neither the Participant nor his or her Representative shall have the right to have shares of Common Stock withheld, in either case, to the extent that the Fair Market Value of such shares delivered or withheld on the date of exercise exceeds the amount required to be delivered or withheld to meet tax withholding requirements, based on the maximum statutory withholding rates for the Participant for federal, state and local tax purposes (including the Participant’s share of payroll or similar taxes) in the applicable jurisdiction. In the case of an exercise of the SAR, the Committee retains the right to require the Participant or his or her Representative to pay any and all withholding taxes arising out of such exercise solely in cash.

10.Fair Market Value of Common Stock. The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock, as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the Grant Date or date of exercise, as applicable, or if such date is not a business day, for the business day immediately preceding such date (or, if for any reason no such price is available, the Fair Market Value shall be determined by the Company in its sole discretion in accordance with the Plan).

11.Extension of Expiration Date in Certain Cases. From time to time, the Company may declare “blackout” periods during which the Participant may be prohibited from engaging in certain transactions in Company securities. In the event that the scheduled Expiration Date of the Option and SAR shall fall within a blackout period that has been declared by the Company and that applies to the Participant, then the Expiration Date shall automatically, and without further notice to the Participant, be extended until such time as fifteen (15) consecutive business days have elapsed after the scheduled Expiration Date without interruption by any blackout period that applied to the Participant, provided that the Expiration Date shall not be extended beyond the original ten-year term unless otherwise permitted by Section 409A of the Code.

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12.Shares to be Issued in Compliance with Federal Securities Laws and Exchange Rules. No shares issuable upon the exercise of the Option or the SAR shall be issued and delivered unless and until there shall have been full compliance with all applicable requirements of the Securities Act of 1933, as amended (“Act”) (whether by registration or satisfaction of exemption conditions), all applicable listing requirements of the New York Stock Exchange (or such other exchange(s) or market(s) on which shares of the same class are then listed) and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery. The Company shall use its best efforts and take all necessary or appropriate actions to ensure that such full compliance on the part of the Company is made. By signing this Agreement, the Participant represents and warrants that none of the shares to be acquired upon exercise of the Option or the SAR will be acquired with a view towards any sale, transfer or distribution of said shares in violation of the Act, and the rules and regulations promulgated thereunder, or any applicable “blue sky” laws, and that the Participant hereby agrees to indemnify the Company in the event of any violation by the Participant of such Act, rules, regulations or laws.

13.Certain Adjustments; Change in Control.

(a)If, during the term of this Agreement, there shall be any equity restructurings (within the meaning of FASB Accounting Standards Codification® Topic 718) that causes the per share value of a share of Common Stock to change, such as a stock dividend, stock split, spin off, rights offering, or recapitalization through a large, nonrecurring cash dividend, and similar matters, the Committee shall make or cause to be made an equitable adjustment to the number and kind of shares subject to and/or the Exercise Price (if applicable) of the Award. If, during the term of this Agreement, there shall be any other changes in corporate capitalization, the Committee shall make or cause to be made an appropriate and equitable substitution, adjustment or treatment with respect to the Option in a manner consistent with Sections 4.3 and 21.2 of the 2023 Plan. The Committee’s determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional shares of Common Stock shall be issued under the Plan on any such adjustment.

(b)In the event of a Change in Control as defined in Section 20.1 of the 2023 Plan, except as prohibited by applicable laws, rules, regulations or stock exchange requirements, if the Service of a Participant is terminated within the two (2)-year period following such Change in Control by the Company or an Affiliate for reasons other than Cause or by the Participant for Good Reason, the Option and SAR shall vest and be immediately exercisable and shall remain exercisable until the 10th anniversary of the Grant Date.

14.Participation by Participant in Other Company Plans. Nothing herein contained shall affect the right of the Participant to participate in and receive benefits under and in accordance with the then current provisions of any retirement plan or employee welfare benefit plan or program of the Company or of any Affiliate of the Company, subject in each case, to the terms and conditions of any such plan or program.

15.No Rights as a Shareholder Until Issuance of Shares. Neither the Participant nor his or her Representative shall be entitled to any of the rights or privileges of a shareholder of the Company in respect of any shares of Common Stock issuable upon any exercise of the Option or the SAR unless and until such shares shall have been issued and delivered to: (i) the Participant in the form of certificates, (ii) a brokerage or other account for the benefit of the Participant either in certificate form or via “DWAC” or similar electronic means, or (iii) a book entry or direct registration account in the name of the Participant.

16.Not an Employment or Service Contract. Nothing herein contained shall be construed as an agreement by the Company or any of its Affiliates, expressed or implied, to employ or contract for the services of the Participant, to restrict the right of the Company or any of its Affiliates to discharge the Participant or cease contracting for the Participant’s services or to modify, extend or otherwise affect in any manner whatsoever, the terms of any employment agreement or contract for services which may exist between the Participant and the Company or any of its Affiliates.

17.Death of the Participant. In the event of the death of the Participant while any portion of the Option and/or the SAR are outstanding, the Option and/or the SAR may be exercised prior to the Expiration Date by the duly appointed and qualified executor or other personal representative of the Participant, and the shares of Common Stock received upon such exercise shall be made to such executor or representative to be distributed in accordance with the Participant’s will or applicable intestacy law.

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18.Confidentiality; Non-Solicitation; Non-Disparagement; Non-Competition. The Participant agrees that the Award to the Participant under the terms and conditions specified in this Agreement is conditioned upon the Participant’s compliance with the following confidentiality, non-solicitation, non-disparagement, and non-competition terms and conditions. The Participant acknowledges and agrees that the Option and SAR are being offered in consideration for the Participant’s commitment to the obligations contained in Section 18(f).

(a)Definitions. As used in this Section, the following terms have the meanings set forth below:

(i)“Confidential Information” means any and all confidential information, including without limitation any negotiations or agreements between the Company or its Affiliates and third parties, business and marketing plans and related materials, training materials, financial information, plans, executive summaries, capitalization tables, budgets, unpublished financial statements, costs, prices, licenses, employee, customer, supplier, shareholder, partner or investor lists and/or data, products, technology, know-how, business processes, business data, inventions, designs, patents, trademarks, copyrights, trade secrets, business models, notes, sketches, flow charts, formulas, blueprints and elements thereof, databases, compilations, and other intellectual property, whether written or otherwise. Some or all of the Confidential Information may also be entitled to protection as a “trade secret” under applicable state or federal law. Confidential Information does not include information that the Participant can prove was properly known to the Participant from sources permitted to disseminate the information prior to the Participant’s employment by, or provision of services to, the Employer, or that has become publicly known and made generally available through no wrongful act of the Participant.

(ii)“Customer” means any customer of the Company or an Affiliate with which/whom the Participant had material communications, for which/whom the Participant performed any services, to which/whom the Participant sold any products, or about which/whom the Participant learned or had access to any Confidential Information, in each case during the twelve (12)-month period immediately preceding the Participant’s termination of employment from, or provision of services to, the Employer (whether by Participant or the Employer and whether for any or no reason).

(iii)“Enhanced Restricted Period” means the twenty-four (24)-month period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason).

(iv)“Restricted Employee” means any person who was employed by the Company or an Affiliate and had Material Contact pursuant to the Participant’s duties at any point during the period of twelve (12) months immediately preceding the Participant’s last day of employment with the Employer. For purposes of this Section, “Material Contact” means interaction between the Participant and another employee of the Employer or an Affiliate: (A) with whom the Participant actually dealt or interacted; or (B) whose employment or dealings with the Employer or services for the Employer were directly or indirectly handled, coordinated, managed, or supervised by the Participant.

(v)“Restricted Period” means the twelve (12)-month period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason).

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(b)Confidential Information.

(i)Protection of Confidential Information. At all times during the Participant’s employment with, or provision of services to, the Employer, and at all times thereafter, the Participant agrees to: (A) hold the Confidential Information in strictest confidence, and not to directly or indirectly copy, distribute, disclose, divert, or disseminate, in whole or in part, any of such Confidential Information to any person, firm, corporation, association or other entity except (x) to authorized agents of the Employer who have a need to know such Confidential Information for the purpose for which it is disclosed, or (y) to other persons for the benefit of the Employer, in the course and scope of the Participant’s employment with or service to the Employer; and (B) refrain from directly or indirectly using the Confidential Information other than as necessary and as authorized in the course and scope of the Participant’s employment with, or provision of services to, the Employer. In the event the Participant receives a subpoena or other validly issued administrative or judicial order demanding production or disclosure of Confidential Information, the Participant shall promptly notify the Employer and provide a copy of such subpoena or order and tender to the Employer the defense of any such demand. The Participant may, if necessary, disclose Confidential Information in judicial proceedings relating to the enforcement of the Participant’s rights or obligations under this Agreement; provided, however, that the Participant must first enter into an agreed protective order with the Employer protecting the confidentiality of the Confidential Information.

(ii)Notwithstanding the Participant’s confidentiality and non-disclosure obligations under this Agreement or otherwise, as provided in the Federal Defend Trade Secret Act, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or to the Participant’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. The Participant understands and acknowledges that nothing in this Agreement prohibits the Participant from confidentially or otherwise communicating with or reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice or the Securities and Exchange Commission, or making other disclosures or statements that are protected under the whistleblower, collective bargaining, anti-discrimination and/or anti-retaliation provisions of federal or state law or regulation. The Participant understands that the Participant does not need prior authorization of the Employer to make any such reports or disclosures, and that the Participant is not required to notify the Employer that the Participant has made such reports or disclosures.

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(c)Non-Solicitation.

(i)Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not, directly or indirectly, seek to recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i). Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(i) shall be replaced with those set forth in Appendix I of this Agreement.

(ii)Non-Solicitation of Business. The Participant agrees and acknowledges that by virtue of the Participant’s employment with, or service to, the Employer, the Participant has developed or will develop relationships with and/or had or will have access to Confidential Information about Customers and agents, brokers and similar key business partners (“Key Business Partners”) and is, therefore, capable of significantly and adversely impacting existing relationships that the Company or an Affiliate has with them. The Participant further agrees and acknowledges that the Company and/or its Affiliates have invested in their and the Participant’s relationship with Customers and Key Business Partners and the goodwill that has been developed with them; therefore, the Company and/or its Affiliates have a legitimate business interest in protecting these relationships against solicitation and/or interference by the Participant for a reasonable period of time after the Participant’s employment with, or provision of services to, the Employer ends. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not, directly or indirectly initiate, contact or engage in any contact or communication, of any kind whatsoever, that has the purpose or effect of: (A) inviting, assisting, encouraging or requesting any Customer or Key Business Partner to (1) transfer the Participant’s business from the Company or an Affiliate to the Participant, the Participant’s subsequent employer or any other third party, or (2) otherwise diminish, divert, discontinue, or terminate Customer’s or Key Business Partner’s patronage and/or business relationship with the Company or an Affiliate; or (B) inviting, assisting, encouraging or requesting any Customer to purchase any products or services from the Participant, the Participant’s subsequent employer or any other third party that are or may be competitive with the products or services of the Company or an Affiliate, or use any products or services of the Participant, the Participant’s subsequent employer or of any other third party that are or may be competitive with the products or services of the Company or an Affiliate. In addition to the foregoing restrictions, the Participant agrees that, during the Participant’s employment with the Employer and during the Enhanced Restricted Period, the Participant shall not be personally involved in the negotiation, competition for, solicitation or execution of any individual book roll over(s) or other book of business transfer arrangements involving the transfer of business away from the Company or an Affiliate. Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(ii) shall be replaced with those set forth in Appendix I of this Agreement.

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(d)Notification to New Employers. During the Restricted Period, the Participant shall notify any subsequent employer of the Participant’s obligations under this Section prior to commencing employment. In addition, during the Restricted Period, the Participant shall provide the Employer and his/her prior manager at the Employer fourteen (14) days’ advance written notice prior to becoming employed by, or retained to represent or provide services to, any person or entity or engaging in any business of any type or form, with such notice including the identity of the prospective employer or business, the specific division (if applicable) for which the Participant will be performing services, the title or position to be assumed by the Participant, the physical location of the position to be assumed by the Participant, and the responsibilities of the position to be assumed by the Participant. The Participant hereby authorizes the Company and/or any of its Affiliates, at their discretion, to contact the Participant’s prospective or subsequent employers and inform them of this Section or any other policy or employment agreement between the Participant and the Company and/or its Affiliates that may be in effect at the termination of the Participant’s employment with the Employer.

(e)Non-Disparagement. During the term of Participant’s employment and for the two (2)-year period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason), the Participant shall not make or intentionally cause or direct others to make any written or oral statement that disparages, or otherwise are slanderous, libelous, or defamatory towards, the Company or its Affiliates, or their respective business relations. Without in any way limiting the scope or effect of the preceding sentence, the Participant specifically agrees, represents and warrants that the Participant shall not directly or indirectly disparage the Company’s and/or its Affiliates’: (i) officers, management, business practices, policies, procedures and/or operations, (ii) employees or other personnel, employment or other personnel-related decisions, staffing, and/or hiring or termination decisions, practices or other personnel-related activities or occurrences, and/or any other employment-related decisions, actions or practices by or relating to the Company or the Affiliates, or (iii) any other policies, procedures or matters concerning or relating to the Company, including but not limited to the Company’s business, operations, employees, management, Customers, suppliers, activities, products, services or any other matter relating to the Company or its Affiliates; provided that this non-disparagement provision shall not prohibit any statement, reporting or other action this is permitted by subsection (b)(ii) of this Section. Moreover, unless permitted by applicable law, and subject to subsection (b)(ii) of this Section, the Participant shall not encourage or aid any person or entity in the pursuit of any cause of action, lawsuit or any other claim or dispute of any kind against the Company and/or its Affiliates.

(f)Non-Competition. The Company is an insurance holding company which, together with its Affiliates, principally offers specialty/non-standard automobile and commercial vehicle insurance policies to individuals and small businesses who may be unable to obtain standard/preferred insurance policies, and which conducts such operations within the contiguous states of the United States (such states referred to as the “Geographical Area”) (collectively, the “Business”). During the Restricted Period, the Participant shall not, directly or indirectly: (i) engage in, or assist any other person or entity in engaging in, the Business as an underwriter or an MGA anywhere in the Geographical Area, (ii) perform services involving or respecting the Business in any executive, managerial, consulting, or other competitive capacity for any person or entity engaged or planning to become engaged in the Business (including through acquisition) anywhere in the Geographical Area, or (iii) provide financial assistance or advice related to or involving the Business to any person or entity engaged in the Business or planning to become engaged in the Business (including through acquisition), in each case, anywhere in the Geographical Area. Nothing contained in this Section 18(f) shall prohibit the Participant from: (A) engaging in any capacity with any person or entity that sells or offers insurance policies where the Business represents less than 25% of such entity’s total revenue at the time of the Participant’s engagement, (B) engaging in a position with any person or entity that engages in the Business provided the Participant does not have responsibility for those operations, (C) engaging with any person or entity providing services related to the Business, including but not limited to the provision of services to an insurance underwriter such as third party claims management or supplying underwriting reports, or (D) owning not in excess of 2% in the aggregate of any class of capital stock or other ownership interest of any company if such stock or other ownership interests are publicly traded and listed on any national or regional stock exchange.

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(g)Consideration/Reasonableness of Restrictions.

(i)Consideration. The Participant agrees and acknowledges that the Participant has received valuable and adequate consideration in exchange for the restrictions in this Section, including but not limited to the Award to the Participant under the terms and conditions specified in this Agreement, offer of employment or continued employment with the Employer, training and continued training, access to the Confidential Information, and access to the Customers and Key Business Partners.

(ii)Reasonableness of Restrictions. The Participant understands and acknowledges the importance of the relationships which the Company and its Affiliates have with their Employees, Customers and Key Business Partners, as well as how significant the maintenance of the Confidential Information is to the business and success of the Company and its Affiliates, and acknowledges the steps the Company and its Affiliates have taken, are taking and will continue to take to develop, preserve and protect these relationships and the Confidential Information. Accordingly, the Participant agrees that the scope and duration of the restrictions and limitations described in this Section are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, and the Participant agrees and acknowledges that all restrictions and limitations relating to the period following the end of the Participant’s employment or service with the Employer will apply regardless of the reason the Participant’s employment or service ends. The Participant agrees and acknowledges that the enforcement of this Section will not in any way preclude the Participant from becoming gainfully employed or engaged as a contractor in such manner and to such extent as to provide the Participant with an adequate standard of living.

(iii)Participant’s Notice to Consult An Attorney. The Company hereby advises the Participant to consult with an attorney (chosen by the Participant and at the Participant’s cost) prior to signing this Agreement, including with respect to the non-solicitation provisions and other restrictive covenants contained in this Section. The Participant hereby acknowledges receipt of this notice by the Company.

(iv)Review Period. The Participant has at least fourteen (14) calendar days to review this Agreement before agreeing to its terms (although the Participant may elect to voluntarily sign it before the end of this review period).

(v)Tolling. Notwithstanding anything herein to the contrary, if the Participant breaches any of the non-solicitation restrictions in Section 18(c) or non-competition provisions in 18(f), then the Restricted Period (or the Enhanced Restricted Period, if applicable) shall be tolled (retroactive to the date such breach commenced) until such breach or violation has been duly cured.

(vi)Modification. If any provision or term in this Section is declared invalid or unenforceable by a court of competent jurisdiction, the invalid and unenforceable portion shall be reformed to the maximum time, activity-related restrictions and/or limitations permitted by applicable law, so as to be valid and enforceable. If any such provision cannot be made valid and enforceable, it shall be severed from this Agreement without affecting the remainder of this Agreement.

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(vii)Breach/Remedies. Notwithstanding anything to the contrary in this Agreement, the Participant agrees and acknowledges that the breach of this Section would cause substantial loss to the goodwill of the Company and/or its Affiliates, and cause irreparable harm for which there is no adequate remedy at law. Further, because the Participant’s employment with the Employer is personal and unique, because damages alone would not be an adequate remedy and because of the Participant’s access to the Confidential Information, the Company and/or its Affiliates shall have the right to enforce this Section, including any of its provisions, by injunction, specific performance, or other equitable relief, without having to post bond or prove actual damages, and without prejudice to any other rights and remedies that the Company and/or its Affiliates may have for a breach of this Section, including, without limitation, money damages. The Participant agrees and acknowledges that notwithstanding the arbitration provisions in this Agreement, the Company may elect to file and pursue claims which arise from or relate to the Participant’s actual or threatened breaches of this Section in state or federal court of competent jurisdiction. The Participant shall be liable to pay all costs, including reasonable attorneys’ and experts’ fees and expenses, that the Company and/or its Affiliates may incur in enforcing or defending this Section, whether or not litigation is actually commenced and including litigation of any appeal taken or defended by the Company and/or its Affiliates where the Company and/or its Affiliates succeed in enforcing any provision of this Section.

(viii)Forfeiture and Repayment Provisions. Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement, the Participant agrees that during the Restricted Period (or the Enhanced Restricted Period, if/as applicable), if the Participant breaches any of the terms or conditions in this Section, then in addition to all rights and remedies available to the Company and/or its Affiliates at law and in equity, the Participant shall immediately forfeit any portion of the Award that has not otherwise been previously forfeited under the applicable terms of this Agreement and that has not yet been paid, exercised, settled, or vested. The Company and/or its Affiliates may also require repayment from the Participant of any and all of the compensatory value of the Award that the Participant received during the Restricted Period (or the Enhanced Restricted Period, as applicable), including without limitation the gross amount of any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, exercise, or settlement of the Award and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting, distribution, exercise or settlement of the Award. The Participant shall promptly pay the full amount due upon demand by the Company and/or its Affiliates in the form of cash or shares of Common Stock at current Fair Market Value.

(ix)Waiver. The waiver of any breach of the terms of this Section shall not constitute the waiver of any other or further breach hereunder, whether or not of a like nature or kind. No waiver by the Company or any of its Affiliates of the breach of any term contained in a similar agreement between the Company and/or any of its Affiliates and any other employee or participant, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a waiver of the breach of any term of this Section. No waiver of any provision of this Section shall be valid unless in writing and signed by an authorized representative of the Company or one or more of its Affiliates.

(x)Interpretation. Any reference to “Section” or “subsection” in this Section 18 shall refer to this Section 18 or respective subsection. Any claims relating to Section 18(f) of the Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. Any dispute regarding the terms of Section 18(f) shall be brought in a state or federal court in Suffolk County, Massachusetts.

(xi)Additional Provisions. The Participant has the right to consult with legal counsel (of Participant’s choosing and at Participant’s cost) prior to signing this Agreement. The Participant acknowledges and agrees that the Participant was provided with this Agreement before the date of the Participant’s formal offer of employment and that the Participant had no less than 10 business days before the commencement of the Participant’s employment to consider the Agreement’s terms. Section 18(f) of this Agreement shall not apply in the event the Participant’s employment is terminated by the Company without Cause.

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19.Arbitration. In lieu of litigation by way of court or jury trial, any dispute or controversy arising hereunder shall be settled by arbitration, in accordance with the arbitration agreement currently in effect by separate agreement between the Participant and the Company or any of its Affiliates and which is incorporated herein by reference, except as otherwise provided in Section 18. In the event that such arbitration agreement is determined to be inapplicable or unenforceable or if no such arbitration agreement is then in effect, the parties mutually agree to arbitrate any dispute arising out of or related to this Agreement pursuant to the terms of this Section, except as otherwise provided in Section 18. The parties agree that this Agreement provides sufficient consideration for that obligation and the mutual promises to arbitrate also constitutes consideration for this agreement to arbitrate. The following terms and conditions shall apply to such arbitration hereunder. The arbitration shall be conducted before a single arbitrator in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA Rules”) then in effect, and shall be governed by the Federal Arbitration Act. Judgment may be entered on the award of the arbitrator in any court having jurisdiction. Unless provided otherwise in the arbitrator’s award, each party will pay its own attorneys’ fees and costs. To the extent required by law or the AAA Rules, all administrative costs of arbitration (including filing fees) and the fees of the arbitrator will be paid by the Company. The Participant and the Company waive the right for any dispute to be brought, heard, decided, or arbitrated as a class and/or collective action (or joinder or consolidation with claims of any other person), and the parties agree that, regardless of anything else in this arbitration provision or the AAA Rules, the interpretation, applicability, enforceability or formation of the class action waiver in this provision may only be determined by a court and not an arbitrator. Regardless of anything else in this Agreement, this arbitration provision may not be modified or terminated absent a writing signed by the Participant and the Company stating an intent to modify or terminate the arbitration provision.

20.Governing Law. Except as otherwise provided in Section 18, the foregoing Section or an Appendix to this Agreement, this Agreement and any disputes hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without application of its conflicts of laws principles.

21.Miscellaneous. This Agreement, together with the Plan and the 2023 Plan, is the entire agreement of the parties with respect to the Option and SAR granted hereby and may not be amended except in a writing signed by both the Company and the Participant or his or her Representative. If any provision of this Agreement is deemed invalid, it shall be modified to the extent possible and minimally necessary to be enforceable, and, in any event, the remainder of this Agreement will be in full force and effect.

22.Forfeiture and Clawback of Option. Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement and as a condition to the receipt of this Option, the rights, payments and benefits with respect to this Option, SAR and any shares acquired pursuant to the exercise of this Option and/or SAR are subject to reduction, cancellation, forfeiture, or recoupment by the Company if and to the extent permitted by Section 15.3 of the 2023 Plan, pursuant to any clawback or recoupment policy in effect as of the Grant Date or any clawback or recoupment policy that the Company may adopt from time to time to comply with applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing rules, and regulations (“Forfeiture and Clawback Policy”). Any determination made and action taken under the Forfeiture and Clawback Policy shall be final, binding and conclusive.

ADDITIONAL PROVISIONS APPLICABLE ONLY TO EXECUTIVE OFFICERS OF THE COMPANY:

23.Stock Holding Period. The Participant agrees to hold all shares of Common Stock acquired upon the exercise of the Option and/or the SAR granted hereunder for a minimum of 12 months following the date of such exercise. This holding period shall not apply to shares sold or tendered by the Participant and/or withheld by the Company to pay the aggregate Exercise Price and/or to settle tax liabilities related to the exercise, and as otherwise may be provided under the Company’s Stock Ownership Policy.

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Appendix I (Employees Whose Primary Residences are Located in California)

If the Participant’s primary residence is located in the State of California:

1. Sections 18(c)(i) and (c)(ii) of the foregoing Agreement shall be replaced with the following:

18(c)(i) Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfere. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i).

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18(c)(ii) Non-Solicitation of Business. The Participant agrees and acknowledges that by virtue of the Participant’s employment with, or service to, the Employer, the Participant has developed or will develop relationships with and/or had or will have access to Confidential Information about Customers and agents, brokers and similar key business partners (“Key Business Partners”) and is, therefore, capable of significantly and adversely impacting existing relationships that the Company or an Affiliate has with them. The Participant further agrees and acknowledges that the Company and/or its Affiliates have invested in its and the Participant’s relationship with Customers and Key Business Partners and the goodwill that has been developed with them; therefore, the Company and/or its Affiliates have a legitimate business interest in protecting these relationships against solicitation and/or interference by the Participant for a reasonable period of time after the Participant’s employment with, or provision of services to, the Employer ends. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly initiate, contact or engage in any contact or communication, of any kind whatsoever, that has the purpose or effect of: (A) inviting, assisting, encouraging or requesting any Customer or Key Business Partner to (1) transfer the Participant’s business from the Company or an Affiliate to the Participant, the Participant’s subsequent employer or any other third party, or (2) otherwise diminish, divert, discontinue or terminate Customer’s patronage and/or business relationship with the Company or an Affiliate; or (B) inviting, assisting, encouraging or requesting any Customer to purchase any products or services from the Participant, the Participant’s subsequent employer or any other third party that are or may be competitive with the products or services of the Company or an Affiliate, or use any products or services of the Participant, the Participant’s subsequent employer or of any other third party that are or may be competitive with the products or services of the Company or an Affiliate.

2. Any claims relating to Section 18 of the Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

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## EX-10.4

SEC source: [kmpr20266302026ex104.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex104.htm)

ACKNOWLEDGEMENT

I acknowledge that I have at least fourteen (14) days to review the following Equity Agreement (“Agreement”) before agreeing to its terms, although I may voluntarily elect to sign this Agreement before the end of this review period. I further acknowledge that I hereby am advised to consult with an attorney before signing to this Agreement, including with respect to the non-solicitation and other restrictive covenants it contains.

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Kemper Corporation 2026 Inducement Plan

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

(Adjusted Tangible Book Value with a Relative TSR Modifier)

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of this ______ day of ________________, 20__ (“Grant Date”) between KEMPER CORPORATION, a Delaware corporation (“Company”), and «name» (“Participant”) for an Award of performance-based restricted stock units (“PSUs”), each representing the right to receive one share of the Company’s common stock (“Common Stock”) on the terms and conditions set forth in this Agreement. The Award is being granted as an “employment inducement award” under Rule 303A.08 of the New York Stock Exchange Listing Rules and the Kemper Corporation 2026 Inducement Plan (“Plan”) and is granted outside of the Amended and Restated Kemper Corporation 2023 Omnibus Plan (“2023 Plan”). Notwithstanding that the Award is being granted outside of the 2023 Plan, except as expressly provided otherwise, the Award will be governed in a manner consistent with the terms and conditions of the 2023 Plan.

SIGNATURES

As of the date set forth above, the parties have accepted the terms of this Agreement by signing this Agreement by an electronic signature, and each party agrees that such signature shall not be denied legal effect, validity or enforceability solely because it was submitted or executed electronically.

KEMPER CORPORATION PARTICIPANT

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

C. Thomas Evans, Jr.   Executive Vice President   Secretary & General Counsel «name»

RECITALS

A.The Board of Directors of the Company (“Board”) has adopted the Plan, including all amendments to date, to be administered by the Compensation Committee of the Board or any subcommittee thereof, or any other committee designated by the Board to administer the Plan (“Committee”). Capitalized terms that are not defined herein shall be defined in accordance with the 2023 Plan.

B.The Plan authorizes the Committee to grant, as a material inducement for the Participant to accept employment with the Company, awards of various types, including PSUs providing the right to receive shares of Common Stock under specified terms and conditions.

C.Pursuant to the Plan, the Committee has determined that it is in the best interests of the Company and its shareholders to grant an Award of PSUs to the Participant under the terms and conditions specified in this Agreement as an inducement to accept employment with the Company.

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NOW, THEREFORE, the parties hereto agree as follows:

1.Grant. The Company grants a target award of «shares» PSUs, which represent the Company’s unfunded and unsecured promise to issue shares of Common Stock under certain circumstances to the Participant, subject to the terms and conditions set forth in this Agreement. The PSUs shall not entitle the Participant to any rights of a shareholder of Common Stock and the Participant has no rights with respect to the Award other than rights as a general creditor of the Company.

2.Governing Plan. This Award is granted pursuant to the Plan, which is incorporated herein for all purposes. The Participant agrees to be bound by the terms and conditions of the Plan, which controls in case of any conflict with this Agreement, except as otherwise provided for in the Plan. No amendment of the Plan shall adversely affect this Award in any material way without the written consent of the Participant.

3.Restrictions on Transfer. The PSUs shall be restricted during a period (“Restriction Period”) beginning on the Grant Date and expiring on the Settlement Date (as defined in Section 6 below). During the Restriction Period, neither this Agreement, the PSUs nor any rights and privileges granted hereby may be transferred, assigned, pledged or hypothecated in any way, whether by operation of the law or otherwise (any such disposition being referred to herein as a “Transfer”), except by will or the laws of descent and distribution. Without limiting the generality of the preceding sentence, no rights or privileges granted hereby may be Transferred during the Restriction Period to the spouse or former spouse of the Participant pursuant to any divorce proceedings, settlement or judgment, unless approved by the Committee. Any attempt to Transfer this Agreement, the PSUs or any other rights or privileges granted hereby contrary to the provisions hereof shall be null and void and of no force or effect, and the Company shall not recognize or give effect to any such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such PSUs.

4.Vesting and Forfeiture. The PSUs shall be subject to the terms concerning vesting and forfeiture set forth on Exhibit A to this Agreement and Section 11(b).

5.Dividend Equivalents. If a cash dividend is declared and paid by the Company with respect to the Common Stock during the Restriction Period, the Participant shall be eligible to receive a cash payment equal to the total cash dividend the Participant would have received had the PSUs and any “Additional Shares” granted to Participant pursuant to Exhibit A been actual shares of Common Stock held by the Participant during the Restriction Period, provided and to the extent that that the Participant vests in the PSUs and any such Additional Shares. Any such cash payment shall be made on the Settlement Date (as defined below) and it shall be subject to applicable withholding obligations as described in Section 8.

6.Conversion of PSUs; Issuance of Common Stock. Except as otherwise provided in Section 10, the Company shall cause one share of Common Stock to be issued, within the time period provided below, for each PSU that is vesting and each Additional Share that is being issued on the applicable Vesting Date in accordance with Exhibit A.

Any issuance of Common Stock shall be subject to applicable tax withholding obligations as described in Section 8 and shall be in book-entry form, registered in the Participant’s name (or in the name of the Participant’s Representative, as the case may be). Except as otherwise provided in Section 10, in no event shall the date that Common Stock is issued to the Participant (“Settlement Date”) occur later than March 15th following the calendar year in which the Performance Period occurs (or, if earlier, a termination of Service in accordance with Section 11(a) or a qualifying termination of Service in accordance with the Exhibit).

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7.Fair Market Value of Common Stock. The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the applicable date, or if no prices are reported for that day, the last preceding day on which such prices are reported (or, if for any reason no such price is available, in such other manner as the Committee in its sole discretion may deem appropriate to reflect the fair market value thereof).

8.Withholding of Taxes. The Participant acknowledges that the vesting of the PSUs will result in the Participant being subject to payroll taxes upon the Vesting Date (if the Participant is an Employee or was an Employee on the Grant Date), except as otherwise determined by the Company and permitted by regulations issued under Section 3121(v)(2) of the Code, and that the issuance of Common Stock pursuant to Section 6 will result in the Participant being subject to income taxes upon the Settlement Date. Upon a required withholding date, the Company will deduct from the shares of Common Stock that are otherwise due to be delivered to the Participant shares of Common Stock having a Fair Market Value not in excess of the tax withholding requirements based on the maximum statutory withholding rates for the Participant for federal, state and local tax purposes (including the Participant’s share of payroll or similar taxes) in the applicable jurisdiction, and the Participant shall remit to the Company in cash any and all applicable withholding taxes that exceed the amount available to the Company using shares with respect to which the Settlement Date has occurred.

9.Section 409A. The Company intends that the Award hereunder shall either be exempt from the application of, or compliant with, the requirements of Section 409A and this Award Agreement shall be interpreted and administered in accordance with such intent. In no event shall the Company and/or its Affiliates be liable for any tax, interest or penalties that may be imposed on the Participant (or the Participant’s estate) under Section 409A. Notwithstanding the foregoing, if the PSUs are considered “deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” for purposes of Section 409A, no distribution or payment of any amount that is due upon a “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses.

10.Shares to be Issued in Compliance with Federal Securities Laws and Exchange Rules. No shares issuable upon the vesting of the PSUs shall be issued and delivered unless and until there shall have been full compliance with all applicable requirements of the Securities Act of 1933, as amended (“Act”) (whether by registration or satisfaction of exemption conditions), all applicable listing requirements of the New York Stock Exchange (or such other exchange(s) or market(s) on which shares of the same class are then listed) and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery. The Company shall use its best efforts and take all necessary or appropriate actions to ensure that such full compliance on the part of the Company is made. By signing this Agreement, the Participant represents and warrants that none of the shares to be acquired in settlement of the PSUs will be acquired with a view towards any sale, transfer or distribution of said shares in violation of the Act, and the rules and regulations promulgated thereunder, or any applicable “blue sky” laws, and that the Participant hereby agrees to indemnify the Company in the event of any violation by the Participant of such Act, rules, regulations or laws. The Company will use its best efforts to complete all actions necessary for such compliance so that settlement can occur within the period specified in Section 6; provided that if the Company reasonably anticipates that settlement within such period will cause a violation of applicable law, settlement may be delayed provided that settlement occurs at the earliest date at which the Company reasonably anticipates that such settlement will not cause a violation of applicable law, all in accordance with Treas. Reg. § 1.409A-2(b)(7)(ii).

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11.Certain Adjustments; Change in Control.

(a)If, during the term of this Agreement, there shall be any equity restructurings (within the meaning of FASB Accounting Standards Codification® Topic 718) that causes the per share value of Shares to change, such as a stock dividend, stock split, spin off, rights offering, or recapitalization through a large, nonrecurring cash dividend, and similar matters, the Committee shall make or cause to be made an equitable adjustment to the number and kind of PSUs subject to the Award and, if applicable, the performance goals. If, during the term of this Agreement, there shall be any other changes in corporate capitalization, the Committee shall make or cause to be made an appropriate and equitable substitution, adjustment or treatment with respect to the PSUs in a manner consistent with Sections 4.3 and 21.2 of the 2023 Plan. The Committee’s determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional shares of PSUs shall be issued under the Plan on any such adjustment. This Award may be subject to early vesting or termination in connection with a Change in Control in accordance with the provisions of Section 20.3 of the 2023 Plan.

(b)In the event of a Change in Control as defined in Section 20.1 of the 2023 Plan, except as prohibited by applicable laws, rules, regulations or stock exchange requirements, if the Service of a Participant is terminated within the two (2)-year period following such Change in Control by the Company or an Affiliate for reasons other than Cause or by the Participant for Good Reason, the payout opportunities attainable under all outstanding PSUs shall be deemed to have been fully earned based on the greater of (i) targeted performance, or (ii) actual performance being attained for a truncated Performance Period (as defined in Exhibit A) that ends on the date of the Change in Control.

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(c)Definitions

(i)“Cause” means any of the following: (1) the Participant’s theft or falsification of any Company or Affiliate documents, records or property; (2) the Participant’s improper use or disclosure of the Company’s or an Affiliate’s confidential or proprietary information in breach of the Company’s Essential Standards of Conduct or an applicable contractual or other obligation, or using such information for personal gain including, without limitation, by trading in Company securities on the basis of material, non-public information; (3) fraud, misappropriation of or intentional material damage to the property or business of the Company or an Affiliate or other action by the Participant which has a material detrimental effect on the Company’s or an Affiliate’s reputation or business as determined by the Committee; (4) the Participant’s material failure or inability to perform any reasonable assigned and lawful duties after written notice from the Company or Affiliate of such failure or inability, and such failure or inability is not cured by the Participant within ten (10) business days; (5) the Participant’s conviction (including any plea of guilty or nolo contendere) of any felony or any criminal violation involving fraud, embezzlement, misappropriation, dishonesty, the misuse or misappropriation of money or other property or any other crime which has or would reasonably be expected to have an adverse effect on the business or reputation of the Company or an Affiliate or (6) a material breach by the Participant of the policies and procedures of the Company or an Affiliate, including, but not limited to, any breach of the Company’s Essential Standards of Conduct and the requirements of Section 15.

(ii)“Employer” means the Company or Affiliate by which/whom the Participant is employed, or to which/whom the Participant provides services.

(iii)“Good Reason” means any action taken by the Employer which results in a material negative change to the Participant in the employment relationship, such as the duties to be performed, the conditions under which such duties are to be performed or the compensation to be received for performing such services. A termination by the Participant shall not constitute termination for Good Reason unless the Participant shall first have delivered to the Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than ninety (90) days after the occurrence of such event), and there shall have passed a reasonable time (not less than thirty (30) days) within which the Employer may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by the Participant and the Participant terminates within ninety (90) days following the expiration of the cure period.

12.Participation by Participant in Other Company Plans. Nothing herein contained shall affect the right of the Participant to participate in and receive benefits under and in accordance with the then current provisions of any retirement plan or employee welfare benefit plan or program of the Company or of any Affiliate of the Company, subject in each case, to the terms and conditions of any such plan or program.

13.Not an Employment or Service Contract. Nothing herein contained shall be construed as an agreement by the Company or any of its Affiliates, expressed or implied, to employ or contract for the services of the Participant, to restrict the right of the Company or any of its Affiliates to discharge the Participant or cease contracting for the Participant’s services or to modify, extend or otherwise affect in any manner whatsoever, the terms of any employment agreement or contract for services which may exist between the Participant and the Company or any of its Affiliates.

14.Death of the Participant. In the event of the Participant’s death prior to the Settlement Date, delivery of shares of Common Stock pursuant to Section 6 shall be made to the duly appointed and qualified executor or other personal representative of the Participant, to be distributed in accordance with the Participant’s will or applicable intestacy law.

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15.Confidentiality; Non-Solicitation; Non-Disparagement; Non-Competition. The Participant agrees that the Award to the Participant under the terms and conditions specified in this Agreement is conditioned upon the Participant’s compliance with the following confidentiality, non-solicitation, non-disparagement, and non-competition terms and conditions. The Participant acknowledges and agrees that the PSUs are being offered in consideration for the Participant’s commitment to the obligations contained in Section 15(f).

(a)Definitions. As used in this Section, the following terms have the meanings set forth below:

(i)“Confidential Information” means any and all confidential information, including without limitation any negotiations or agreements between the Company or its Affiliates and third parties, business and marketing plans and related materials, training materials, financial information, plans, executive summaries, capitalization tables, budgets, unpublished financial statements, costs, prices, licenses, employee, customer, supplier, shareholder, partner or investor lists and/or data, products, technology, know-how, business processes, business data, inventions, designs, patents, trademarks, copyrights, trade secrets, business models, notes, sketches, flow charts, formulas, blueprints and elements thereof, databases, compilations, and other intellectual property, whether written or otherwise. Some or all of the Confidential Information may also be entitled to protection as a “trade secret” under applicable state or federal law. Confidential Information does not include information that the Participant can prove was properly known to the Participant from sources permitted to disseminate the information prior to the Participant’s employment by, or provision of services to, the Employer, or that has become publicly known and made generally available through no wrongful act of the Participant.

(ii)“Customer” means any customer of the Company or an Affiliate with which/whom the Participant had material communications for which/whom the Participant performed any services, to which/whom the Participant sold any products, or about which/whom the Participant learned or had access to any Confidential Information, in each case during the twelve (12)-month period immediately preceding the Participant’s termination of employment from, or provision of services to, the Employer (whether by Participant or the Employer and whether for any or no reason).

(iii)“Enhanced Restricted Period” means the twenty-four (24)-month period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason).

(iv)“Restricted Employee” means any person who was employed by the Company or an Affiliate and had Material Contact pursuant to the Participant’s duties at any point during the period of twelve (12) months immediately preceding the Participant’s last day of employment with the Employer. For purposes of this Section, “Material Contact” means interaction between the Participant and another employee of the Employer or an Affiliate: (A) with whom the Participant actually dealt or interacted; or (B) whose employment or dealings with the Employer or services for the Employer were directly or indirectly handled, coordinated, managed, or supervised by the Participant.

(v)“Restricted Period” means the twelve (12)-month period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason).

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(b)Confidential Information.

(i)Protection of Confidential Information. At all times during the Participant’s employment with, or provision of services to, the Employer, and at all times thereafter, the Participant agrees to: (A) hold the Confidential Information in strictest confidence, and not to directly or indirectly copy, distribute, disclose, divert, or disseminate, in whole or in part, any of such Confidential Information to any person, firm, corporation, association or other entity except (x) to authorized agents of the Employer who have a need to know such Confidential Information for the purpose for which it is disclosed, or (y) to other persons for the benefit of the Employer, in the course and scope of the Participant’s employment with or service to the Employer; and (B) refrain from directly or indirectly using the Confidential Information other than as necessary and as authorized in the course and scope of the Participant’s employment with, or provision of services to, the Employer. In the event the Participant receives a subpoena or other validly issued administrative or judicial order demanding production or disclosure of Confidential Information, the Participant shall promptly notify the Employer and provide a copy of such subpoena or order and tender to the Employer the defense of any such demand. The Participant may, if necessary, disclose Confidential Information in judicial proceedings relating to the enforcement of the Participant’s rights or obligations under this Agreement; provided, however, that the Participant must first enter into an agreed protective order with the Employer protecting the confidentiality of the Confidential Information.

(ii)Notwithstanding the Participant’s confidentiality and non-disclosure obligations under this Agreement or otherwise, as provided in the Federal Defend Trade Secret Act, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or to the Participant’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. The Participant understands and acknowledges that nothing in this Agreement prohibits the Participant from confidentially or otherwise communicating with or reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice or the Securities and Exchange Commission, or making other disclosures or statements that are protected under the whistleblower, collective bargaining, anti-discrimination and/or anti-retaliation provisions of federal or state law or regulation. The Participant understands that the Participant does not need prior authorization of the Employer to make any such reports or disclosures, and that the Participant is not required to notify the Employer that the Participant has made such reports or disclosures.

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(c)Non-Solicitation.

(i)Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not, directly or indirectly, seek to recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i). Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(i) shall be replaced with those set forth in Appendix I of this Agreement.

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(ii)Non-Solicitation of Business. The Participant agrees and acknowledges that by virtue of the Participant’s employment with, or service to, the Employer, the Participant has developed or will develop relationships with and/or had or will have access to Confidential Information about Customers and agents, brokers and similar key business partners (“Key Business Partners”) and is, therefore, capable of significantly and adversely impacting existing relationships that the Company or an Affiliate has with them. The Participant further agrees and acknowledges that the Company and/or its Affiliates have invested in their and the Participant’s relationship with Customers and Key Business Partners and the goodwill that has been developed with them; therefore, the Company and/or its Affiliates have a legitimate business interest in protecting these relationships against solicitation and/or interference by the Participant for a reasonable period of time after the Participant’s employment with, or provision of services to, the Employer ends. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not, directly or indirectly initiate, contact or engage in any contact or communication, of any kind whatsoever, that has the purpose or effect of: (A) inviting, assisting, encouraging or requesting any Customer or Key Business Partner to (1) transfer the Participant’s business from the Company or an Affiliate to the Participant, the Participant’s subsequent employer or any other third party, or (2) otherwise diminish, divert, discontinue, or terminate Customer’s or Key Business Partner’s patronage and/or business relationship with the Company or an Affiliate; or (B) inviting, assisting, encouraging or requesting any Customer to purchase any products or services from the Participant, the Participant’s subsequent employer or any other third party that are or may be competitive with the products or services of the Company or an Affiliate, or use any products or services of the Participant, the Participant’s subsequent employer or of any other third party that are or may be competitive with the products or services of the Company or an Affiliate. In addition to the foregoing restrictions, the Participant agrees that, during the Participant’s employment with the Employer and during the Enhanced Restricted Period, the Participant shall not be personally involved in the negotiation, competition for, solicitation or execution of any individual book roll over(s) or other book of business transfer arrangements involving the transfer of business away from the Company or an Affiliate. Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(ii) shall be replaced with those set forth in Appendix I of this Agreement.

(d)Notification to New Employers. During the Restricted Period, the Participant shall notify any subsequent employer of the Participant’s obligations under this Section prior to commencing employment. In addition, during the Restricted Period, the Participant shall provide the Employer and his/her prior manager at the Employer fourteen (14) days’ advance written notice prior to becoming employed by, or retained to represent or provide services to, any person or entity or engaging in any business of any type or form, with such notice including the identity of the prospective employer or business, the specific division (if applicable) for which the Participant will be performing services, the title or position to be assumed by the Participant, the physical location of the position to be assumed by the Participant, and the responsibilities of the position to be assumed by the Participant. The Participant hereby authorizes the Company and/or any of its Affiliates, at their discretion, to contact the Participant’s prospective or subsequent employers and inform them of this Section or any other policy or employment agreement between the Participant and the Company and/or its Affiliates that may be in effect at the termination of the Participant’s employment with the Employer.

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(e)Non-Disparagement. During the term of Participant’s employment and for the two (2)-year period commencing on the day following the last day of the Participant’s employment with the Employer (whether by the Participant or the Employer and whether for any or no reason), the Participant shall not make or intentionally cause or direct others to make any written or oral statement that disparages or otherwise are slanderous, libelous, or defamatory towards on the Company or its Affiliates, or their respective business relations. Without in any way limiting the scope or effect of the preceding sentence, the Participant specifically agrees, represents and warrants that the Participant shall not directly or indirectly disparage the Company’s and/or its Affiliates’: (i) officers, management, business practices, policies, procedures and/or operations, (ii) employees or other personnel, employment or other personnel-related decisions, staffing, and/or hiring or termination decisions, practices or other personnel-related activities or occurrences, and/or any other employment-related decisions, actions or practices by or relating to the Company or the Affiliates, or (iii) any other policies, procedures or matters concerning or relating to the Company, including but not limited to the Company’s business, operations, employees, management, Customers, suppliers, activities, products, services or any other matter relating to the Company or its Affiliates; provided that this non-disparagement provision shall not prohibit any statement, reporting or other action this is permitted by subsection (b)(ii) of this Section. Moreover, unless permitted by applicable law, and subject to subsection (b)(ii) of this Section, the Participant shall not encourage or aid any person or entity in the pursuit of any cause of action, lawsuit or any other claim or dispute of any kind against the Company and/or its Affiliates.

(f)Non-Competition. The Company is an insurance holding company which, together with its Affiliates, principally offers specialty/non-standard automobile and commercial vehicle insurance policies to individuals and small businesses who may be unable to obtain standard/preferred insurance policies, and which conducts such operations within the contiguous states of the United States (such states referred to as the “Geographical Area”) (collectively, the “Business”). During the Restricted Period, the Participant shall not, directly or indirectly: (i) engage in, or assist any other person or entity in engaging in, the Business as an underwriter or an MGA anywhere in the Geographical Area, (ii) perform services involving or respecting the Business in any executive, managerial, consulting, or other competitive capacity for any person or entity engaged or planning to become engaged in the Business (including through acquisition) anywhere in the Geographical Area, or (iii) provide financial assistance or advice related to or involving the Business to any person or entity engaged in the Business or planning to become engaged in the Business (including through acquisition), in each case, anywhere in the Geographical Area. Nothing contained in this Section 15(f) shall prohibit the Participant from: (A) engaging in any capacity with any person or entity that sells or offers insurance policies where the Business represents less than 25% of such entity’s total revenue at the time of the Participant’s engagement, (B) engaging in a position with any person or entity that engages in the Business provided the Participant does not have responsibility for those operations, (C) engaging with any person or entity providing services related to the Business, including but not limited to the provision of services to an insurance underwriter such as third party claims management or supplying underwriting reports, or (D) owning not in excess of 2% in the aggregate of any class of capital stock or other ownership interest of any company if such stock or other ownership interests are publicly traded and listed on any national or regional stock exchange.

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(g)Consideration/Reasonableness of Restrictions.

(i)Consideration. The Participant agrees and acknowledges that the Participant has received valuable and adequate consideration in exchange for the restrictions in this Section, including but not limited to the Award to the Participant under the terms and conditions specified in this Agreement, offer of employment or continued employment with the Employer, training and continued training, access to the Confidential Information, and access to the Customers and Key Business Partners.

(ii)Reasonableness of Restrictions. The Participant understands and acknowledges the importance of the relationships which the Company and its Affiliates have with their Employees, Customers and Key Business Partners, as well as how significant the maintenance of the Confidential Information is to the business and success of the Company and its Affiliates, and acknowledges the steps the Company and its Affiliates have taken, are taking and will continue to take to develop, preserve and protect these relationships and the Confidential Information. Accordingly, the Participant agrees that the scope and duration of the restrictions and limitations described in this Section are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, and the Participant agrees and acknowledges that all restrictions and limitations relating to the period following the end of the Participant’s employment or service with the Employer will apply regardless of the reason the Participant’s employment or service ends. The Participant agrees and acknowledges that the enforcement of this Section will not in any way preclude the Participant from becoming gainfully employed or engaged as a contractor in such manner and to such extent as to provide the Participant with an adequate standard of living.

(iii)Participant’s Notice to Consult An Attorney. The Company hereby advises the Participant to consult with an attorney (chosen by the Participant and at the Participant’s cost) prior to signing this Agreement, including with respect to the non-solicitation provisions and other restrictive covenants contained in this Section. The Participant hereby acknowledges receipt of this notice by the Company.

(iv)Review Period. The Participant has at least fourteen (14) calendar days to review this Agreement before agreeing to its terms (although the Participant may elect to voluntarily sign it before the end of this review period).

(v)Tolling. Notwithstanding anything herein to the contrary, if the Participant breaches any of the non-solicitation restrictions in Section 15(c) or non-competition provisions in 15(f), then the Restricted Period (or the Enhanced Restricted Period, if applicable) shall be tolled (retroactive to the date such breach commenced) until such breach or violation has been duly cured.

(vi)Modification. If any provision or term in this Section is declared invalid or unenforceable by a court of competent jurisdiction, the invalid and unenforceable portion shall be reformed to the maximum time, activity-related restrictions and/or limitations permitted by applicable law, so as to be valid and enforceable. If any such provision cannot be made valid and enforceable, it shall be severed from this Agreement without affecting the remainder of this Agreement.

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(vii)Breach/Remedies. Notwithstanding anything to the contrary in this Agreement, the Participant agrees and acknowledges that the breach of this Section would cause substantial loss to the goodwill of the Company and/or its Affiliates, and cause irreparable harm for which there is no adequate remedy at law. Further, because the Participant’s employment with the Employer is personal and unique, because damages alone would not be an adequate remedy and because of the Participant’s access to the Confidential Information, the Company and/or its Affiliates shall have the right to enforce this Section, including any of its provisions, by injunction, specific performance, or other equitable relief, without having to post bond or prove actual damages, and without prejudice to any other rights and remedies that the Company and/or its Affiliates may have for a breach of this Section, including, without limitation, money damages. The Participant agrees and acknowledges that notwithstanding the arbitration provisions in this Agreement, the Company may elect to file and pursue claims which arise from or relate to the Participant’s actual or threatened breaches of this Section in state or federal court of competent jurisdiction. The Participant shall be liable to pay all costs, including reasonable attorneys’ and experts’ fees and expenses, that the Company and/or its Affiliates may incur in enforcing or defending this Section, whether or not litigation is actually commenced and including litigation of any appeal taken or defended by the Company and/or its Affiliates where the Company and/or its Affiliates succeed in enforcing any provision of this Section.

(viii)Forfeiture and Repayment Provisions. Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement, the Participant agrees that during the Restricted Period (or the Enhanced Restricted Period, if/as applicable), if the Participant breaches any of the terms or conditions in this Section, then in addition to all rights and remedies available to the Company and/or its Affiliates at law and in equity, the Participant shall immediately forfeit any portion of the Award that has not otherwise been previously forfeited under the applicable terms of this Agreement and that has not yet been paid, exercised, settled, or vested. The Company and/or its Affiliates may also require repayment from the Participant of any and all of the compensatory value of the Award that the Participant received during the Restricted Period (or the Enhanced Restricted Period, as applicable), including without limitation the gross amount of any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, exercise, or settlement of the Award and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting, distribution, exercise or settlement of the Award. The Participant shall promptly pay the full amount due upon demand by the Company and/or its Affiliates, in the form of cash or shares of Common Stock at current Fair Market Value.

(ix)Waiver. The waiver of any breach of the terms of this Section shall not constitute the waiver of any other or further breach hereunder, whether or not of a like nature or kind. No waiver by the Company or any of its Affiliates of the breach of any term contained in a similar agreement between the Company and/or any of its Affiliates and any other employee or participant, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a waiver of the breach of any term of this Section. No waiver of any provision of this Section shall be valid unless in writing and signed by an authorized representative of the Company or one or more of its Affiliates.

(x)Interpretation. Any reference to “Section” or “subsection” in this Section 15 shall refer to this Section 15 or respective subsection. Any claims relating to Section 15(f) of the Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. Any dispute regarding the terms of Section 15(f) shall be brought in a state or federal court in Suffolk County, Massachusetts.

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(xi)Additional Provisions. The Participant has the right to consult with legal counsel (of Participant’s choosing and at Participant’s cost) prior to signing this Agreement. The Participant acknowledges and agrees that the Participant was provided with this Agreement before the date of the Participant’s formal offer of employment and that the Participant had no less than 10 business days before the commencement of the Participant’s employment to consider the Agreement’s terms. Section 15(f) of this Agreement shall not apply in the event the Participant’s employment is terminated by the Company without Cause.

16.Arbitration. In lieu of litigation by way of court or jury trial, any dispute or controversy arising hereunder shall be settled by arbitration, in accordance with the arbitration agreement currently in effect by separate agreement between the Participant and the Company or any of its Affiliates and which is incorporated herein by reference, except as otherwise provided in Section 15. In the event that such arbitration agreement is determined to be inapplicable or unenforceable or if no such arbitration agreement is then in effect, the parties mutually agree to arbitrate any dispute arising out of or related to this Agreement pursuant to the terms of this Section, except as otherwise provided in Section 15. The parties agree that this Agreement provides sufficient consideration for that obligation and the mutual promises to arbitrate also constitutes consideration for this agreement to arbitrate. The following terms and conditions shall apply to such arbitration hereunder. The arbitration shall be conducted before a single arbitrator in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA Rules”) then in effect, and shall be governed by the Federal Arbitration Act. Judgment may be entered on the award of the arbitrator in any court having jurisdiction. Unless provided otherwise in the arbitrator’s award, each party will pay its own attorneys’ fees and costs. To the extent required by law or the AAA Rules, all administrative costs of arbitration (including filing fees) and the fees of the arbitrator will be paid by the Company. The Participant and the Company waive the right for any dispute to be brought, heard, decided, or arbitrated as a class and/or collective action (or joinder or consolidation with claims of any other person), and the parties agree that, regardless of anything else in this arbitration provision or the AAA Rules, the interpretation, applicability, enforceability or formation of the class action waiver in this provision may only be determined by a court and not an arbitrator. Regardless of anything else in this Agreement, this arbitration provision may not be modified or terminated absent a writing signed by the Participant and the Company stating an intent to modify or terminate the arbitration provision.

17.Governing Law. Except as otherwise provided in Section 15, the foregoing Section or an Appendix to this Agreement, this Agreement and any disputes hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without application of its conflicts of laws principles.

18.Miscellaneous. This Agreement, together with the Plan and the 2023 Plan, is the entire agreement of the parties with respect to the PSUs granted hereby and may not be amended except in a writing signed by both the Company and the Participant or his or her Representative. If any provision of this Agreement is deemed invalid, it shall be modified to the extent possible and minimally necessary to be enforceable, and, in any event, the remainder of this Agreement will be in full force and effect.

19.Forfeiture and Clawback of Award. Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement and as a condition to the receipt of this Award, the rights, payments and benefits with respect to this Award and any shares acquired pursuant to the vesting of this Award are subject to reduction, cancellation, forfeiture, or recoupment by the Company if and to the extent permitted by Section 15.3 of the 2023 Plan, pursuant to any clawback or recoupment policy in effect as of the Grant Date or any clawback or recoupment policy that the Company may adopt from time to time to comply with applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing rules, and regulations (“Forfeiture and Clawback Policy”). Any determination made and action taken under the Forfeiture and Clawback Policy shall be final, binding and conclusive.

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ADDITIONAL PROVISIONS APPLICABLE ONLY TO EXECUTIVE OFFICERS OF THE COMPANY:

20.Stock Holding Period. The Participant agrees to hold the shares of Common Stock acquired upon the conversion of the PSUs for a minimum of 12 months following their Settlement Date. This holding period shall not apply to shares of Common Stock withheld by the Company to settle tax liabilities related to vesting and/or settlement, and as otherwise may be provided under the Company’s Stock Ownership Policy.

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EXHIBIT A

Vesting Schedule Based on Adjusted Tangible Book Value Per Share with a Relative TSR Modifier

A.Definition of Terms:

I.General Terms

“Additional Shares” means any shares of Common Stock to be issued to the Participant on the Vesting Date in excess of the Target Units in accordance with this Exhibit A.

“Award Agreement” means the Performance-Based Restricted Stock Unit Award Agreement to which this Exhibit is a part, pursuant to which an award of PSUs has been granted.

“Cause” is defined in Section 11(c) of the Award Agreement.

“Disability” means that the Participant either: (A) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and, with respect to a Participant who is an Employee, is receiving income replacement benefits for a period of not less than three months under an accident and health plan (e.g., a long term disability plan) covering Employees of the Company or Affiliate that employs the Participant; or (B) is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

“Grant Date” is defined in the first paragraph of the Award Agreement.

“Performance Period” means the three-year period starting on January 1 of the calendar year in which the Grant Date occurs (“Start Date”) and ending on December 31 of the year immediately preceding the year in which occurs the three-year anniversary of the Start Date (“End Date”).

“Separation from Service” has the meaning ascribed to such term in Section 409A.

“Service” means the period during which the Participant is an Employee, Director or a Third Party Service Provider; provided, however, that the Participant will not be deemed to be in service after the Company divests its control in the Affiliate for which the Participant is exclusively in Service, or if the Company’s control of such Affiliate otherwise ceases.

“Target Units” means one hundred percent (100%) of the total number of PSUs granted on the Grant Date, as specified in Section 1 of the Award Agreement.

“Vesting Date” means February 7 (or, if February 7 is not a business day, then the immediately preceding business day) of the year in which the Committee certifies the Company’s TBV Per Share Growth and Relative TSR Percentile Rank, except as otherwise provided in Section C below.

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II.Terms Related to Tangible Book Value Per Share

“Actual CAT Losses and LAE” means the actual Catastrophe Losses and associated Loss Adjustment Expenses, including catastrophe reserve development, as reported in the Management Reports.

“Adjusted TBV” means the Total Shareholders’ Equity as reported in the Company’s financial statements at a respective date, adjusted to exclude the after-tax impacts of the following items, in each case as reflected in the Company’s financial statements or Management Reports, as applicable:

- Net Unrealized Gains and Losses on Fixed Maturity Securities;
- Changes in Discount Rate in Future Life Policy Holder Benefits;
- Total Intangible Assets; and
- Total Goodwill Balance.

“Beginning Adjusted TBV” means the Adjusted TBV at the Start Date.

“Beginning Adjusted TBV Per Share” means the Beginning Adjusted TBV divided by the total number of shares of the Common Stock issued and outstanding as of the Start Date.

“Ending Adjusted TBV” means the Adjusted TBV at the End Date, adjusted for the after-tax impact of the following items, calculated on a cumulative basis over the Performance Period:

- Adjust for dilution from repurchase of shares of the Common Stock; and
- Adjust for the impact of Acquisition Dilution; and
- The following adjustments to Net Income (Loss) over the Performance Period:

oAdjust the amount of Actual CAT Losses and LAE to equal Expected CAT Losses and LAE;

oAdjust Net Realized Gains (Losses) on Sales of Investments and Net Impairment Losses; Recognized in Earnings to equal Expected Net Realized Gains on Sales of Investments and Expected Net Impairment Losses Recognized in Earnings;

oAdjust Change in Fair Value of Equities and Convertible Securities to equal Expected Change in Fair Value of Equities and Convertible Securities;

oIncrease by acquisition and disposition related transaction, integration, restructuring and other costs;

oIncrease by costs associated with debt extinguishment, pension settlement or similar charges;

oExclude the impact of the impact of “Non-Core Operations” as identified in the Company’s financial statements;

oIncrease by amortization and impairment of Total Intangible Assets;

oAdjust for significant unusual judgments or settlements in connection with the Company’s legal contingencies or benefit plans; and

oAdjust for additional significant unusual or nonrecurring items as permitted by the Plan.

“Ending Adjusted TBV Per Share” means the Ending Adjusted TBV divided by the number of shares of the Common Stock issued and outstanding as of the End Date increased by the total number of Common Shares, if any, repurchased during the Performance Period.

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“Expected CAT Losses and LAE, Expected Net Realized Gains on Sales of Investments, Expected Net Impairment Losses Recognized in Earnings, and Change in Fair Value in Equities and Convertible Securities” means the amounts specified in the Management Reports as “Planned” or “Expected” for, respectively, (A) Catastrophe Losses and associated Loss Adjustment Expenses, including catastrophe reserve development, (B) Net Realized Gains on Sales of Investments, (C) Net Impairment Losses Recognized in Earnings, and (D) Change in Fair Value of Equities and Convertible Securities.

“Management Reports” means the Workday Adaptive reports, or their reporting equivalent, prepared by the Company for the relevant year in the Performance Period or other time period.

“Net Unrealized Gains and Losses on Fixed Maturity Securities” means the Net Unrealized Gains and Losses on Fixed Maturity Securities as reported in the Management Reports.

“Per Share” amounts shall be adjusted for stock dividends, stock splits, spin-offs and other corporate changes having a similar effect.

“TBV Per Share Growth” means the Company’s growth in adjusted tangible book value Per Share over the Performance Period calculated in accordance with the following formula and expressed in dollars:

“Three Year Cumulative Dividends Paid Per Share” means the total amount of dividends per share paid to shareholders of Common Stock during the Performance Period.

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III.Terms Related to Relative TSR

“Company’s Relative TSR Percentile Rank” means the Company’s TSR Percentile Rank relative to the companies in the Peer Group as certified by the Committee for the Performance Period.

“Peer Group” means the peer group approved by the Committee which shall be the companies that comprised the S&P Supercomposite Insurance Index at the beginning of the Performance Period (other than the Company), adjusted as of the end of the Performance Period to remove any such companies which are no longer included in the S&P Supercomposite Insurance Index as of the last day of the Performance Period.

“TSR” means Total Shareholder Return as determined by the Committee for the Performance Period.

“TSR Percentile Rank” means the percentile performance of the Company and each of the companies in the Peer Group based on the TSR for such company as determined by the Committee for the Performance Period.

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B.Determination of Vesting Date Values:

As soon as practicable following the end of the Performance Period (but in any event no later than sixty (60) days following the end of the Performance Period), the Committee will determine the Company’s TBV Per Share Growth and Relative TSR Percentile Rank, in each case in accordance with the methodology described in this Exhibit A. The Company’s TBV Per Share Growth will determine the number of Target Units, as modified by the Company’s Relative TSR Percentile Rank, that will vest or be forfeited on the Vesting Date, and the number of Additional Shares, if any, that will be issued to the Participant on the Vesting Date, as described below under “Vesting Determination.”

I.TBV Per Share Growth Calculation Methodology:

At the conclusion of the Performance Period, the Committee will determine the Company’s TBV Per Share Growth in accordance with the formula and methods described in this Exhibit A. The following table shows the Maximum, Target and Threshold Performance Levels for TBV Per Share Growth:

| Level of Achievement for Performance Period | Total PSUs to Vest (and/or Additional Shares to be Granted) on Vesting Date as Percentage of Target Units |
| --- | --- |
| Maximum | 200% |
| Target* | 100% |
| Threshold | 50% |
| Below Threshold | 0% |

*Any PSUs that vest in excess of Target shall be delivered as Additional Shares.

For performance that falls between the dollar amounts specified in the second column of the above table, the total PSUs to vest and/or Additional Shares to be granted shall be interpolated on a straight-line basis.

II.TSR Percentile Rank Calculation Methodology:

The number of PSUs and, if applicable, Additional Shares earned on TBV Per Share Growth during the Performance Period as determined herein will be increased (or decreased) by the percentage set forth below based on the Company’s Relative TSR Performance Percentile Rank over the Performance Period. The Company’s Relative TSR Percentile Rank will be calculated in a two-step process. First, the TSR will be calculated for the Company and each company in the Peer Group. Then, the TSR Percentile Rank for the Company and each of the companies in the Peer Group will be determined. The TSR and the TSR Percentile Rank will be determined by the Committee in accordance with the formula and methods approved by the Committee, as described below.

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Formula for Calculating TSR

For purposes of this Exhibit, the TSR for the Company and each of the companies comprising the Peer Group will be calculated as follows:

Share Price Averaging Period

The beginning and ending stock prices in the above formula for TSR will be calculated using a trailing average approach (i.e., average of the closing stock prices for 20 consecutive trading days prior to the beginning and end of the Performance Period).

Reinvestment of Dividends and Other Adjustments

The above TSR formula assumes that dividends are paid and reinvested into additional shares of Common Stock on their ex-dividend dates. TSR will be adjusted for stock dividends, stock splits, spin-offs and other corporate changes having a similar effect.

Calculation of TSR Percentile Rank

The percentile performance for determining the TSR Percentile Rank will be measured using the Microsoft Excel function PERCENTRANK.

| Company’s Relative TSR Percentile Rank | Total PSUs to Vest (and/or Additional Shares to be Granted) on Vesting Date as Percentage of Target Units |
| --- | --- |
| 80th or higher | + 10% |
| 20th to less than 80th | 0% (no modification) |
| Below 20th | - 10% |

C.Determination of Vesting in Case of Certain Terminations and Other Events:

Notwithstanding any contrary provisions of the Plan:

(1) Termination on Death or Disability. The Vesting Date shall be the date of the Participant’s death or Disability if the Participant dies or becomes Disabled prior to the three-year anniversary of the Grant Date while in Service. On such Vesting Date: (a) the Performance Period shall be deemed to have been completed; (b) a number of PSUs shall vest in an amount equal to the number of Target Units multiplied by a fraction, the numerator of which is the number of full months in the Performance Period during which the Participant was actively in Service, and the denominator of which is the total number of months in the original Performance Period (a partial month worked shall be counted as a full month if the Participant was actively in Service for 15 or more days in that month); (c) no Additional Shares shall be issued to the Participant; and (d) all PSUs that do not vest in accordance with this provision shall be forfeited.

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(2) Termination on Divestiture. Except as otherwise provided below or in another subsection of this Section C, in the event that, prior to the three-year anniversary of the Grant Date, the Participant is no longer employed by the Company or an Affiliate as a result of the Company’s divestiture of the business for which the Participant primarily performed services or its controlling interest in the Affiliate for which the Participant was exclusively in Service, or other cessation of the Company’s control of such Affiliate, the following terms shall apply. Any PSUs that will vest and Additional Shares that will be issued on the Vesting Date will be based on the extent earned for the Performance Period as determined in accordance with the provisions of Sections A – B above, and then reduced pro-rata by multiplying the number of any such PSUs and Additional Shares by a fraction, the numerator of which is the number of full months in the Performance Period during which the Participant was actively in Service, and the denominator of which is the total number of months in the Performance Period. A partial month worked shall be counted as a full month if the Participant was actively working for 15 or more days in that month. All PSUs that do not vest in accordance with this provision shall be forfeited.

(3) Other Termination of Service. If the Participant ceases to be in Service prior to the Vesting Date (including, without limitation, by reason of a divestiture or cessation of control of an Affiliate), and is not subject to a divestiture, under circumstances other than those set forth in the foregoing subsections (1) and (2) of this Section C or Section 11(b) of the Award Agreement, all unvested PSUs held by the Participant shall be forfeited to the Company on the date of such cessation of Service, and no Additional Shares shall be issued to the Participant.

(4) Leave of Absence. In the event that the Participant is on an approved Leave of Absence (other than a short-term disability or Family and Medical Leave Act leave) at the end of the Performance Period or takes such a Leave of Absence at any time during the Performance Period, then the PSUs will vest, forfeit or be granted, as applicable, to the extent earned for the Performance Period, in an amount equal to the number of Target Units that would vest and the number of Additional Shares that would be issued in accordance with the provisions of Sections A – B above, if any, multiplied by a fraction, the numerator of which is the number of full months in the Performance Period during which the Participant was an active Employee not on such Leave of Absence and the denominator of which is the total number of months in the Performance Period.

D. Interpretations Related to Calculations and Determinations Related to Performance:

(1) Interpretations. The Committee shall have the reasonable discretion to interpret or construe ambiguous, unclear or implied terms applicable to this Agreement, and to make any findings of fact necessary to make a calculation or determination hereunder.

(2) Disagreements. A decision made in good faith by the Committee or the Company shall govern and be binding in the event of any dispute regarding a method of calculation of performance or a determination of vesting or forfeiture in connection with this Award.

(3) Rounding Conventions.

- Regarding rounding of TSRs, percentages for each company in the Peer Group shall be computed to two decimal points (i.e., XX.XX%).
- Regarding TSR Percentile Rank, the percentile rankings for each company in the Peer Group shall be rounded to the nearest percentage (e.g., 85% rather than 85.4166666%) before calculating the linearly interpolated payout, and the final payout percentage shall be rounded to the nearest percentage (e.g., 183% rather than 183.333333%).

Target Units that will vest and any Additional Shares that will be issued from the application of the methods and formula set forth in this Exhibit shall only be paid out in whole shares of Common Stock. Any fractional shares that would otherwise result from such application shall be rounded down to the nearest whole number of shares.

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Appendix I (Employees Whose Primary Residences are Located in California)

If the Participant’s primary residence is located in the State of California:

1. Sections 15(c)(i) and (c)(ii) of the foregoing Agreement shall be replaced with the following:

15(c)(i) Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfere. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i).

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15(c)(ii) Non-Solicitation of Business. The Participant agrees and acknowledges that by virtue of the Participant’s employment with, or service to, the Employer, the Participant has developed or will develop relationships with and/or had or will have access to Confidential Information about Customers and agents, brokers and similar key business partners (“Key Business Partners”) and is, therefore, capable of significantly and adversely impacting existing relationships that the Company or an Affiliate has with them. The Participant further agrees and acknowledges that the Company and/or its Affiliates have invested in its and the Participant’s relationship with Customers and Key Business Partners and the goodwill that has been developed with them; therefore, the Company and/or its Affiliates have a legitimate business interest in protecting these relationships against solicitation and/or interference by the Participant for a reasonable period of time after the Participant’s employment with, or provision of services to, the Employer ends. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly initiate, contact or engage in any contact or communication, of any kind whatsoever, that has the purpose or effect of: (A) inviting, assisting, encouraging or requesting any Customer or Key Business Partner to (1) transfer the Participant’s business from the Company or an Affiliate to the Participant, the Participant’s subsequent employer or any other third party, or (2) otherwise diminish, divert, discontinue or terminate Customer’s patronage and/or business relationship with the Company or an Affiliate; or (B) inviting, assisting, encouraging or requesting any Customer to purchase any products or services from the Participant, the Participant’s subsequent employer or any other third party that are or may be competitive with the products or services of the Company or an Affiliate, or use any products or services of the Participant, the Participant’s subsequent employer or of any other third party that are or may be competitive with the products or services of the Company or an Affiliate.

2. Any claims relating to Section 15 of the Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

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## EX-10.5

SEC source: [kmpr20266302026ex105.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex105.htm)

ACKNOWLEDGEMENT

I acknowledge that I have at least fourteen (14) days to review the following Equity Agreement (“Agreement”) before agreeing to its terms, although I may voluntarily elect to sign this Agreement before the end of this review period. I further acknowledge that I hereby am advised to consult with an attorney before signing to this Agreement, including with respect to the non-solicitation and other restrictive covenants it contains.

Kemper Corporation 2026 Inducement Plan

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

(Adjusted ROE)

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of this ______ day of __________________, 20__ (“Grant Date”) between KEMPER CORPORATION, a Delaware corporation (“Company”), and «name» (“Participant”) for an Award of performance-based restricted stock units (“PSUs”), each representing the right to receive one share of the Company’s common stock (“Common Stock”) on the terms and conditions set forth in this Agreement. The Award is being granted as an “employment inducement award” under Rule 303A.08 of the New York Stock Exchange Listing Rules and the Kemper Corporation 2026 Inducement Plan (“Plan”) and is granted outside of the Amended and Restated Kemper Corporation 2023 Omnibus Plan (“2023 Plan”). Notwithstanding that the Award is being granted outside of the 2023 Plan, except as expressly provided otherwise, the Award will be governed in a manner consistent with the terms and conditions of the 2023 Plan.

SIGNATURES

As of the date set forth above, the parties have accepted the terms of this Agreement by signing this Agreement by an electronic signature, and each party agrees that such signature shall not be denied legal effect, validity or enforceability solely because it was submitted or executed electronically.

KEMPER CORPORATION PARTICIPANT

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

C. Thomas Evans, Jr.   Executive Vice President   Secretary & General Counsel «name»

RECITALS

A.The Board of Directors of the Company (“Board”) has adopted the Plan, including all amendments to date, to be administered by the Compensation Committee of the Board or any subcommittee thereof, or any other committee designated by the Board to administer the Plan (“Committee”). Capitalized terms that are not defined herein shall be defined in accordance with the 2023 Plan.

B.The Plan authorizes the Committee to grant, as a material inducement for the Participant to accept employment with the Company, awards of various types, including PSUs providing the right to receive shares of Common Stock under specified terms and conditions.

C.Pursuant to the Plan, the Committee has determined that it is in the best interests of the Company and its shareholders to grant an Award of PSUs to the Participant under the terms and conditions specified in this Agreement as an inducement to accept employment with the Company.

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NOW, THEREFORE, the parties hereto agree as follows:

1.Grant. The Company grants a target award of «shares» PSUs, which represent the Company’s unfunded and unsecured promise to issue shares of Common Stock under certain circumstances to the Participant, subject to the terms and conditions set forth in this Agreement. The PSUs shall not entitle the Participant to any rights of a shareholder of Common Stock and the Participant has no rights with respect to the Award other than rights as a general creditor of the Company.

2.Governing Plan. This Award is granted pursuant to the Plan, which is incorporated herein for all purposes. The Participant agrees to be bound by the terms and conditions of the Plan, which controls in case of any conflict with this Agreement, except as otherwise provided for in the Plan. No amendment of the Plan shall adversely affect this Award in any material way without the written consent of the Participant.

3.Restrictions on Transfer. The PSUs shall be restricted during a period (“Restriction Period”) beginning on the Grant Date and expiring on the Settlement Date (as defined in Section 6 below). During the Restriction Period, neither this Agreement, the PSUs nor any rights and privileges granted hereby may be transferred, assigned, pledged or hypothecated in any way, whether by operation of the law or otherwise (any such disposition being referred to herein as a “Transfer”), except by will or the laws of descent and distribution. Without limiting the generality of the preceding sentence, no rights or privileges granted hereby may be Transferred during the Restriction Period to the spouse or former spouse of the Participant pursuant to any divorce proceedings, settlement or judgment, unless approved by the Committee. Any attempt to Transfer this Agreement, the PSUs or any other rights or privileges granted hereby contrary to the provisions hereof shall be null and void and of no force or effect, and the Company shall not recognize or give effect to any such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such PSUs.

4.Vesting and Forfeiture. The PSUs shall be subject to the terms concerning vesting and forfeiture set forth on Exhibit A to this Agreement and Section 11(b).

5.Dividend Equivalents. If a cash dividend is declared and paid by the Company with respect to the Common Stock during the Restriction Period, the Participant shall be eligible to receive a cash payment equal to the total cash dividend the Participant would have received had the PSUs and any “Additional Shares” granted to Participant pursuant to Exhibit A been actual shares of Common Stock held by the Participant during the Restriction Period, provided and to the extent that that the Participant vests in the PSUs and any such Additional Shares. Any such cash payment shall be made on the Settlement Date (as defined below) and it shall be subject to applicable withholding obligations as described in Section 8.

6.Conversion of PSUs; Issuance of Common Stock. Except as otherwise provided in Section 10, the Company shall cause one share of Common Stock to be issued, within the time period provided below, for each PSU that is vesting and each Additional Share that is being issued on the applicable Vesting Date in accordance with Exhibit A.

Any issuance of Common Stock shall be subject to applicable tax withholding obligations as described in Section 8 and shall be in book-entry form, registered in the Participant’s name (or in the name of the Participant’s Representative, as the case may be). Except as otherwise provided in Section 10, in no event shall the date that Common Stock is issued to the Participant (“Settlement Date”) occur later than March 15th following the calendar year in which the Performance Period occurs (or, if earlier, a termination of Service in accordance with Section 11(a) or a qualifying termination of Service in accordance with the Exhibit).

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7.Fair Market Value of Common Stock. The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the applicable date, or if no prices are reported for that day, the last preceding day on which such prices are reported (or, if for any reason no such price is available, in such other manner as the Committee in its sole discretion may deem appropriate to reflect the fair market value thereof).

8.Withholding of Taxes. The Participant acknowledges that the vesting of the PSUs will result in the Participant being subject to payroll taxes upon the Vesting Date (if the Participant is an Employee or was an Employee on the Grant Date), except as otherwise determined by the Company and permitted by regulations issued under Section 3121(v)(2) of the Code, and that the issuance of Common Stock pursuant to Section 6 will result in the Participant being subject to income taxes upon the Settlement Date. Upon a required withholding date, the Company will deduct from the shares of Common Stock that are otherwise due to be delivered to the Participant shares of Common Stock having a Fair Market Value not in excess of the tax withholding requirements based on the maximum statutory withholding rates for the Participant for federal, state and local tax purposes (including the Participant’s share of payroll or similar taxes) in the applicable jurisdiction, and the Participant shall remit to the Company in cash any and all applicable withholding taxes that exceed the amount available to the Company using shares with respect to which the Settlement Date has occurred.

9.Section 409A. The Company intends that the Award hereunder shall either be exempt from the application of, or compliant with, the requirements of Section 409A and this Award Agreement shall be interpreted and administered in accordance with such intent. In no event shall the Company and/or its Affiliates be liable for any tax, interest or penalties that may be imposed on the Participant (or the Participant’s estate) under Section 409A. Notwithstanding the foregoing, if the PSUs are considered “deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” for purposes of Section 409A, no distribution or payment of any amount that is due upon a “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses.

10.Shares to be Issued in Compliance with Federal Securities Laws and Exchange Rules. No shares issuable upon the vesting of the PSUs shall be issued and delivered unless and until there shall have been full compliance with all applicable requirements of the Securities Act of 1933, as amended (“Act”) (whether by registration or satisfaction of exemption conditions), all applicable listing requirements of the New York Stock Exchange (or such other exchange(s) or market(s) on which shares of the same class are then listed) and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery. The Company shall use its best efforts and take all necessary or appropriate actions to ensure that such full compliance on the part of the Company is made. By signing this Agreement, the Participant represents and warrants that none of the shares to be acquired in settlement of the PSUs will be acquired with a view towards any sale, transfer or distribution of said shares in violation of the Act, and the rules and regulations promulgated thereunder, or any applicable “blue sky” laws, and that the Participant hereby agrees to indemnify the Company in the event of any violation by the Participant of such Act, rules, regulations or laws. The Company will use its best efforts to complete all actions necessary for such compliance so that settlement can occur within the period specified in Section 6; provided that if the Company reasonably anticipates that settlement within such period will cause a violation of applicable law, settlement may be delayed provided that settlement occurs at the earliest date at which the Company reasonably anticipates that such settlement will not cause a violation of applicable law, all in accordance with Treas. Reg. § 1.409A-2(b)(7)(ii).

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11.Certain Adjustments; Change in Control.

(a)If, during the term of this Agreement, there shall be any equity restructurings (within the meaning of FASB Accounting Standards Codification® Topic 718) that causes the per share value of Shares to change, such as a stock dividend, stock split, spin off, rights offering, or recapitalization through a large, nonrecurring cash dividend, and similar matters, the Committee shall make or cause to be made an equitable adjustment to the number and kind of PSUs subject to the Award and, if applicable, the performance goals. If, during the term of this Agreement, there shall be any other changes in corporate capitalization, the Committee shall make or cause to be made an appropriate and equitable substitution, adjustment or treatment with respect to the PSUs in a manner consistent with Sections 4.3 and 21.2 of the 2023 Plan. The Committee’s determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional shares of PSUs shall be issued under the Plan on any such adjustment. This Award may be subject to early vesting or termination in connection with a Change in Control in accordance with the provisions of Section 20.3 of the 2023 Plan.

(b)In the event of a Change in Control as defined in Section 20.1 of the 2023 Plan, except as prohibited by applicable laws, rules, regulations or stock exchange requirements, if the Service of a Participant is terminated within the two (2)-year period following such Change in Control by the Company or an Affiliate for reasons other than Cause or by the Participant for Good Reason, the payout opportunities attainable under all outstanding PSUs shall be deemed to have been fully earned based on the greater of (i) targeted performance, or (ii) actual performance being attained for a truncated Performance Period (as defined in Exhibit A) that ends on the date of the Change in Control.

(c)Definitions

(i)“Cause” means any of the following: (1) the Participant’s theft or falsification of any Company or Affiliate documents, records or property; (2) the Participant’s improper use or disclosure of the Company’s or an Affiliate’s confidential or proprietary information in breach of the Company’s Essential Standards of Conduct or an applicable contractual or other obligation, or using such information for personal gain including, without limitation, by trading in Company securities on the basis of material, non-public information; (3) fraud, misappropriation of or intentional material damage to the property or business of the Company or an Affiliate or other action by the Participant which has a material detrimental effect on the Company’s or an Affiliate’s reputation or business as determined by the Committee; (4) the Participant’s material failure or inability to perform any reasonable assigned and lawful duties after written notice from the Company or Affiliate of such failure or inability, and such failure or inability is not cured by the Participant within ten (10) business days; (5) the Participant’s conviction (including any plea of guilty or nolo contendere) of any felony or any criminal violation involving fraud, embezzlement, misappropriation, dishonesty, the misuse or misappropriation of money or other property or any other crime which has or would reasonably be expected to have an adverse effect on the business or reputation of the Company or an Affiliate or (6) a material breach by the Participant of the policies and procedures of the Company or an Affiliate, including, but not limited to, any breach of the Company’s Essential Standards of Conduct and the requirements of Section 15.

(ii)“Employer” means the Company or Affiliate by which/whom the Participant is employed, or to which/whom the Participant provides services.

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(iii)“Good Reason” means any action taken by the Employer which results in a material negative change to the Participant in the employment relationship, such as the duties to be performed, the conditions under which such duties are to be performed or the compensation to be received for performing such services. A termination by the Participant shall not constitute termination for Good Reason unless the Participant shall first have delivered to the Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than ninety (90) days after the occurrence of such event), and there shall have passed a reasonable time (not less than thirty (30) days) within which the Employer may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by the Participant and the Participant terminates within ninety (90) days following the expiration of the cure period.

12.Participation by Participant in Other Company Plans. Nothing herein contained shall affect the right of the Participant to participate in and receive benefits under and in accordance with the then current provisions of any retirement plan or employee welfare benefit plan or program of the Company or of any Affiliate of the Company, subject in each case, to the terms and conditions of any such plan or program.

13.Not an Employment or Service Contract. Nothing herein contained shall be construed as an agreement by the Company or any of its Affiliates, expressed or implied, to employ or contract for the services of the Participant, to restrict the right of the Company or any of its Affiliates to discharge the Participant or cease contracting for the Participant’s services or to modify, extend or otherwise affect in any manner whatsoever, the terms of any employment agreement or contract for services which may exist between the Participant and the Company or any of its Affiliates.

14.Death of the Participant. In the event of the Participant’s death prior to the Settlement Date, delivery of shares of Common Stock pursuant to Section 6 shall be made to the duly appointed and qualified executor or other personal representative of the Participant, to be distributed in accordance with the Participant’s will or applicable intestacy law.

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15.Confidentiality; Non-Solicitation; Non-Disparagement; Non-Competition. The Participant agrees that the Award to the Participant under the terms and conditions specified in this Agreement is conditioned upon the Participant’s compliance with the following confidentiality, non-solicitation, non-disparagement, and non-competition terms and conditions. The Participant acknowledges and agrees that the PSUs are being offered in consideration for the Participant’s commitment to the obligations contained in Section 15(f).

(a)Definitions. As used in this Section, the following terms have the meanings set forth below:

(i)“Confidential Information” means any and all confidential information, including without limitation any negotiations or agreements between the Company or its Affiliates and third parties, business and marketing plans and related materials, training materials, financial information, plans, executive summaries, capitalization tables, budgets, unpublished financial statements, costs, prices, licenses, employee, customer, supplier, shareholder, partner or investor lists and/or data, products, technology, know-how, business processes, business data, inventions, designs, patents, trademarks, copyrights, trade secrets, business models, notes, sketches, flow charts, formulas, blueprints and elements thereof, databases, compilations, and other intellectual property, whether written or otherwise. Some or all of the Confidential Information may also be entitled to protection as a “trade secret” under applicable state or federal law. Confidential Information does not include information that the Participant can prove was properly known to the Participant from sources permitted to disseminate the information prior to the Participant’s employment by, or provision of services to, the Employer, or that has become publicly known and made generally available through no wrongful act of the Participant.

(ii)“Customer” means any customer of the Company or an Affiliate with which/whom the Participant had material communications, for which/whom the Participant performed any services, to which/whom the Participant sold any products, or about which/whom the Participant learned or had access to any Confidential Information, in each case during the twelve (12)-month period immediately preceding the Participant’s termination of employment from, or provision of services to, the Employer (whether by Participant or the Employer and whether for any or no reason).

(iii)“Enhanced Restricted Period” means the twenty-four (24)-month period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason).

(iv)“Restricted Employee” means any person who was employed by the Company or an Affiliate and had Material Contact pursuant to the Participant’s duties at any point during the period of twelve (12) months immediately preceding the Participant’s last day of employment with the Employer. For purposes of this Section, “Material Contact” means interaction between the Participant and another employee of the Employer or an Affiliate: (A) with whom the Participant actually dealt or interacted; or (B) whose employment or dealings with the Employer or services for the Employer were directly or indirectly handled, coordinated, managed, or supervised by the Participant.

(v)“Restricted Period” means the twelve (12)-month period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason).

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(b)Confidential Information.

(i)Protection of Confidential Information. At all times during the Participant’s employment with, or provision of services to, the Employer, and at all times thereafter, the Participant agrees to: (A) hold the Confidential Information in strictest confidence, and not to directly or indirectly copy, distribute, disclose, divert, or disseminate, in whole or in part, any of such Confidential Information to any person, firm, corporation, association or other entity except (x) to authorized agents of the Employer who have a need to know such Confidential Information for the purpose for which it is disclosed, or (y) to other persons for the benefit of the Employer, in the course and scope of the Participant’s employment with or service to the Employer; and (B) refrain from directly or indirectly using the Confidential Information other than as necessary and as authorized in the course and scope of the Participant’s employment with, or provision of services to, the Employer. In the event the Participant receives a subpoena or other validly issued administrative or judicial order demanding production or disclosure of Confidential Information, the Participant shall promptly notify the Employer and provide a copy of such subpoena or order and tender to the Employer the defense of any such demand. The Participant may, if necessary, disclose Confidential Information in judicial proceedings relating to the enforcement of the Participant’s rights or obligations under this Agreement; provided, however, that the Participant must first enter into an agreed protective order with the Employer protecting the confidentiality of the Confidential Information.

(ii)Notwithstanding the Participant’s confidentiality and non-disclosure obligations under this Agreement or otherwise, as provided in the Federal Defend Trade Secret Act, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or to the Participant’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. The Participant understands and acknowledges that nothing in this Agreement prohibits the Participant from confidentially or otherwise communicating with or reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice or the Securities and Exchange Commission, or making other disclosures or statements that are protected under the whistleblower, collective bargaining, anti-discrimination and/or anti-retaliation provisions of federal or state law or regulation. The Participant understands that the Participant does not need prior authorization of the Employer to make any such reports or disclosures, and that the Participant is not required to notify the Employer that the Participant has made such reports or disclosures.

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(c)Non-Solicitation.

(i)Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not, directly or indirectly, seek to recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i). Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(i) shall be replaced with those set forth in Appendix I of this Agreement.

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(ii)Non-Solicitation of Business. The Participant agrees and acknowledges that by virtue of the Participant’s employment with, or service to, the Employer, the Participant has developed or will develop relationships with and/or had or will have access to Confidential Information about Customers and agents, brokers and similar key business partners (“Key Business Partners”) and is, therefore, capable of significantly and adversely impacting existing relationships that the Company or an Affiliate has with them. The Participant further agrees and acknowledges that the Company and/or its Affiliates have invested in their and the Participant’s relationship with Customers and Key Business Partners and the goodwill that has been developed with them; therefore, the Company and/or its Affiliates have a legitimate business interest in protecting these relationships against solicitation and/or interference by the Participant for a reasonable period of time after the Participant’s employment with, or provision of services to, the Employer ends. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not, directly or indirectly initiate, contact or engage in any contact or communication, of any kind whatsoever, that has the purpose or effect of: (A) inviting, assisting, encouraging or requesting any Customer or Key Business Partner to (1) transfer the Participant’s business from the Company or an Affiliate to the Participant, the Participant’s subsequent employer or any other third party, or (2) otherwise diminish, divert, discontinue, or terminate Customer’s or Key Business Partner’s patronage and/or business relationship with the Company or an Affiliate; or (B) inviting, assisting, encouraging or requesting any Customer to purchase any products or services from the Participant, the Participant’s subsequent employer or any other third party that are or may be competitive with the products or services of the Company or an Affiliate, or use any products or services of the Participant, the Participant’s subsequent employer or of any other third party that are or may be competitive with the products or services of the Company or an Affiliate. In addition to the foregoing restrictions, the Participant agrees that, during the Participant’s employment with the Employer and during the Enhanced Restricted Period, the Participant shall not be personally involved in the negotiation, competition for, solicitation or execution of any individual book roll over(s) or other book of business transfer arrangements involving the transfer of business away from the Company or an Affiliate. Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(ii) shall be replaced with those set forth in Appendix I of this Agreement.

(d)Notification to New Employers. During the Restricted Period, the Participant shall notify any subsequent employer of the Participant’s obligations under this Section prior to commencing employment. In addition, during the Restricted Period, the Participant shall provide the Employer and his/her prior manager at the Employer fourteen (14) days’ advance written notice prior to becoming employed by, or retained to represent or provide services to, any person or entity or engaging in any business of any type or form, with such notice including the identity of the prospective employer or business, the specific division (if applicable) for which the Participant will be performing services, the title or position to be assumed by the Participant, the physical location of the position to be assumed by the Participant, and the responsibilities of the position to be assumed by the Participant. The Participant hereby authorizes the Company and/or any of its Affiliates, at their discretion, to contact the Participant’s prospective or subsequent employers and inform them of this Section or any other policy or employment agreement between the Participant and the Company and/or its Affiliates that may be in effect at the termination of the Participant’s employment with the Employer.

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(e)Non-Disparagement. During the term of Participant’s employment and for the two (2)-year period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason), the Participant shall not make or intentionally cause or direct others to make any written or oral statement that disparages or otherwise are slanderous, libelous, or defamatory towards the Company or its Affiliates, or their respective business relations. Without in any way limiting the scope or effect of the preceding sentence, the Participant specifically agrees, represents and warrants that the Participant shall not directly or indirectly disparage the Company’s and/or its Affiliates’: (i) officers, management, business practices, policies, procedures and/or operations, (ii) employees or other personnel, employment or other personnel-related decisions, staffing, and/or hiring or termination decisions, practices or other personnel-related activities or occurrences, and/or any other employment-related decisions, actions or practices by or relating to the Company or the Affiliates, or (iii) any other policies, procedures or matters concerning or relating to the Company, including but not limited to the Company’s business, operations, employees, management, Customers, suppliers, activities, products, services or any other matter relating to the Company or its Affiliates; provided that this non-disparagement provision shall not prohibit any statement, reporting or other action this is permitted by subsection (b)(ii) of this Section. Moreover, unless permitted by applicable law, and subject to subsection (b)(ii) of this Section, the Participant shall not encourage or aid any person or entity in the pursuit of any cause of action, lawsuit or any other claim or dispute of any kind against the Company and/or its Affiliates.

(f)Non-Competition. The Company is an insurance holding company which, together with its Affiliates, principally offers specialty/non-standard automobile and commercial vehicle insurance policies to individuals and small businesses who may be unable to obtain standard/preferred insurance policies, and which conducts such operations within the contiguous states of the United States (such states referred to as the “Geographical Area”) (collectively, the “Business”). During the Restricted Period, the Participant shall not, directly or indirectly: (i) engage in, or assist any other person or entity in engaging in, the Business as an underwriter or an MGA anywhere in the Geographical Area, (ii) perform services involving or respecting the Business in any executive, managerial, consulting, or other competitive capacity for any person or entity engaged or planning to become engaged in the Business (including through acquisition) anywhere in the Geographical Area, or (iii) provide financial assistance or advice related to or involving the Business to any person or entity engaged in the Business or planning to become engaged in the Business (including through acquisition), in each case, anywhere in the Geographical Area. Nothing contained in this Section 15(f) shall prohibit the Participant from: (A) engaging in any capacity with any person or entity that sells or offers insurance policies where the Business represents less than 25% of such entity’s total revenue at the time of the Participant’s engagement, (B) engaging in a position with any person or entity that engages in the Business provided the Participant does not have responsibility for those operations, (C) engaging with any person or entity providing services related to the Business, including but not limited to the provision of services to an insurance underwriter such as third party claims management or supplying underwriting reports, or (D) owning not in excess of 2% in the aggregate of any class of capital stock or other ownership interest of any company if such stock or other ownership interests are publicly traded and listed on any national or regional stock exchange.

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(g)Consideration/Reasonableness of Restrictions.

(i)Consideration. The Participant agrees and acknowledges that the Participant has received valuable and adequate consideration in exchange for the restrictions in this Section, including but not limited to the Award to the Participant under the terms and conditions specified in this Agreement, offer of employment or continued employment with the Employer, training and continued training, access to the Confidential Information, and access to the Customers and Key Business Partners.

(ii)Reasonableness of Restrictions. The Participant understands and acknowledges the importance of the relationships which the Company and its Affiliates have with their Employees, Customers and Key Business Partners, as well as how significant the maintenance of the Confidential Information is to the business and success of the Company and its Affiliates, and acknowledges the steps the Company and its Affiliates have taken, are taking and will continue to take to develop, preserve and protect these relationships and the Confidential Information. Accordingly, the Participant agrees that the scope and duration of the restrictions and limitations described in this Section are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, and the Participant agrees and acknowledges that all restrictions and limitations relating to the period following the end of the Participant’s employment or service with the Employer will apply regardless of the reason the Participant’s employment or service ends. The Participant agrees and acknowledges that the enforcement of this Section will not in any way preclude the Participant from becoming gainfully employed or engaged as a contractor in such manner and to such extent as to provide the Participant with an adequate standard of living.

(iii)Participant’s Notice to Consult An Attorney. The Company hereby advises the Participant to consult with an attorney (chosen by the Participant and at the Participant’s cost) prior to signing this Agreement, including with respect to the non-solicitation provisions and other restrictive covenants contained in this Section. The Participant hereby acknowledges receipt of this notice by the Company.

(iv)Review Period. The Participant has at least fourteen (14) calendar days to review this Agreement before agreeing to its terms (although the Participant may elect to voluntarily sign it before the end of this review period).

(v)Tolling. Notwithstanding anything herein to the contrary, if the Participant breaches any of the non-solicitation restrictions in Section 15(c) or non-competition provisions in 15(f), then the Restricted Period (or the Enhanced Restricted Period, if applicable) shall be tolled (retroactive to the date such breach commenced) until such breach or violation has been duly cured.

(vi)Modification. If any provision or term in this Section is declared invalid or unenforceable by a court of competent jurisdiction, the invalid and unenforceable portion shall be reformed to the maximum time, activity-related restrictions and/or limitations permitted by applicable law, so as to be valid and enforceable. If any such provision cannot be made valid and enforceable, it shall be severed from this Agreement without affecting the remainder of this Agreement.

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(vii)Breach/Remedies. Notwithstanding anything to the contrary in this Agreement, the Participant agrees and acknowledges that the breach of this Section would cause substantial loss to the goodwill of the Company and/or its Affiliates, and cause irreparable harm for which there is no adequate remedy at law. Further, because the Participant’s employment with the Employer is personal and unique, because damages alone would not be an adequate remedy and because of the Participant’s access to the Confidential Information, the Company and/or its Affiliates shall have the right to enforce this Section, including any of its provisions, by injunction, specific performance, or other equitable relief, without having to post bond or prove actual damages, and without prejudice to any other rights and remedies that the Company and/or its Affiliates may have for a breach of this Section, including, without limitation, money damages. The Participant agrees and acknowledges that notwithstanding the arbitration provisions in this Agreement, the Company may elect to file and pursue claims which arise from or relate to the Participant’s actual or threatened breaches of this Section in state or federal court of competent jurisdiction. The Participant shall be liable to pay all costs, including reasonable attorneys’ and experts’ fees and expenses, that the Company and/or its Affiliates may incur in enforcing or defending this Section, whether or not litigation is actually commenced and including litigation of any appeal taken or defended by the Company and/or its Affiliates where the Company and/or its Affiliates succeed in enforcing any provision of this Section.

(viii)Forfeiture and Repayment Provisions. Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement, the Participant agrees that during the Restricted Period (or the Enhanced Restricted Period, if/as applicable), if the Participant breaches any of the terms or conditions in this Section, then in addition to all rights and remedies available to the Company and/or its Affiliates at law and in equity, the Participant shall immediately forfeit any portion of the Award that has not otherwise been previously forfeited under the applicable terms of this Agreement and that has not yet been paid, exercised, settled, or vested. The Company and/or its Affiliates may also require repayment from the Participant of any and all of the compensatory value of the Award that the Participant received during the Restricted Period (or the Enhanced Restricted Period, as applicable), including without limitation the gross amount of any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, exercise, or settlement of the Award and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting, distribution, exercise or settlement of the Award. The Participant shall promptly pay the full amount due upon demand by the Company and/or its Affiliates, in the form of cash or shares of Common Stock at current Fair Market Value.

(ix)Waiver. The waiver of any breach of the terms of this Section shall not constitute the waiver of any other or further breach hereunder, whether or not of a like nature or kind. No waiver by the Company or any of its Affiliates of the breach of any term contained in a similar agreement between the Company and/or any of its Affiliates and any other employee or participant, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a waiver of the breach of any term of this Section. No waiver of any provision of this Section shall be valid unless in writing and signed by an authorized representative of the Company or one or more of its Affiliates.

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(x)Interpretation. Any reference to “Section” or “subsection” in this Section 15 shall refer to this Section 15 or respective subsection. Any claims relating to Section 15(f) of the Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. Any dispute regarding the terms of Section 15(f) shall be brought in a state or federal court in Suffolk County, Massachusetts.

(xi)Additional Provisions. The Participant has the right to consult with legal counsel (of Participant’s choosing and at Participant’s cost) prior to signing this Agreement. The Participant acknowledges and agrees that the Participant was provided with this Agreement before the date of the Participant’s formal offer of employment and that the Participant had no less than 10 business days before the commencement of the Participant’s employment to consider the Agreement’s terms. Section 15(f) of this Agreement shall not apply in the event the Participant’s employment is terminated by the Company without Cause.

16.Arbitration. In lieu of litigation by way of court or jury trial, any dispute or controversy arising hereunder shall be settled by arbitration, in accordance with the arbitration agreement currently in effect by separate agreement between the Participant and the Company or any of its Affiliates and which is incorporated herein by reference, except as otherwise provided in Section 15. In the event that such arbitration agreement is determined to be inapplicable or unenforceable or if no such arbitration agreement is then in effect, the parties mutually agree to arbitrate any dispute arising out of or related to this Agreement pursuant to the terms of this Section, except as otherwise provided in Section 15. The parties agree that this Agreement provides sufficient consideration for that obligation and the mutual promises to arbitrate also constitutes consideration for this agreement to arbitrate. The following terms and conditions shall apply to such arbitration hereunder. The arbitration shall be conducted before a single arbitrator in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA Rules”) then in effect, and shall be governed by the Federal Arbitration Act. Judgment may be entered on the award of the arbitrator in any court having jurisdiction. Unless provided otherwise in the arbitrator’s award, each party will pay its own attorneys’ fees and costs. To the extent required by law or the AAA Rules, all administrative costs of arbitration (including filing fees) and the fees of the arbitrator will be paid by the Company. The Participant and the Company waive the right for any dispute to be brought, heard, decided, or arbitrated as a class and/or collective action (or joinder or consolidation with claims of any other person), and the parties agree that, regardless of anything else in this arbitration provision or the AAA Rules, the interpretation, applicability, enforceability or formation of the class action waiver in this provision may only be determined by a court and not an arbitrator. Regardless of anything else in this Agreement, this arbitration provision may not be modified or terminated absent a writing signed by the Participant and the Company stating an intent to modify or terminate the arbitration provision.

17.Governing Law. Except as otherwise provided in Section 15, the foregoing Section or an Appendix to this Agreement, this Agreement and any disputes hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without application of its conflicts of laws principles.

18.Miscellaneous. This Agreement, together with the Plan and the 2023 Plan, is the entire agreement of the parties with respect to the PSUs granted hereby and may not be amended except in a writing signed by both the Company and the Participant or his or her Representative. If any provision of this Agreement is deemed invalid, it shall be modified to the extent possible and minimally necessary to be enforceable, and, in any event, the remainder of this Agreement will be in full force and effect.

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19.Forfeiture and Clawback of Award. Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement and as a condition to the receipt of this Award, the rights, payments and benefits with respect to this Award and any shares acquired pursuant to the vesting of this Award are subject to reduction, cancellation, forfeiture, or recoupment by the Company if and to the extent permitted by Section 15.3 of the 2023 Plan, pursuant to any clawback or recoupment policy in effect as of the Grant Date or any clawback or recoupment policy that the Company may adopt from time to time to comply with applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing rules, and regulations (“Forfeiture and Clawback Policy”). Any determination made and action taken under the Forfeiture and Clawback Policy shall be final, binding and conclusive.

ADDITIONAL PROVISIONS APPLICABLE ONLY TO EXECUTIVE OFFICERS OF THE COMPANY:

20.Stock Holding Period. The Participant agrees to hold the shares of Common Stock acquired upon the conversion of the PSUs for a minimum of 12 months following their Settlement Date. This holding period shall not apply to shares of Common Stock withheld by the Company to settle tax liabilities related to vesting and/or settlement, and as otherwise may be provided under the Company’s Stock Ownership Policy.

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EXHIBIT A

Vesting Schedule Based on Operational Metric

A.Definition of Terms:

“Additional Shares” means any shares of Common Stock to be issued to the Participant on the Vesting Date in the event that the Company’s Operational Performance Results exceed the Target Performance Level.

“Award Agreement” means the Performance-Based Restricted Stock Unit Award Agreement to which this Exhibit is a part, pursuant to which an award of PSUs has been granted.

“Cause” is defined in Section 11(c) of the Award Agreement.

“Disability” means that the Participant either: (A) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and, with respect to a Participant who is an Employee, is receiving income replacement benefits for a period of not less than three months under an accident and health plan (e.g., a long term disability plan) covering Employees of the Company or Affiliate that employs the Participant; or (B) is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

“Grant Date” is defined in the first paragraph of the Award Agreement.

“Operational Performance Results” means the Company’s Adjusted Return on Equity as defined in Section C below and certified by the Committee for the Performance Period.

“Performance Period” means the three-year period starting on January 1 of the calendar year in which the Grant Date occurs (“Start Date”) and ending on the December 31 immediately preceding the three-year anniversary of the Start Date.

“Separation from Service” has the meaning ascribed to such term in Section 409A.

“Service” means the period during which the Participant is an Employee, Director or a Third Party Service Provider; provided, however, that the Participant will not be deemed to be in service after the Company divests its control in the Affiliate for which the Participant is exclusively in Service, or if the Company’s control of such Affiliate otherwise ceases.

“Target Units” means one hundred percent (100%) of the total number of PSUs granted on the Grant Date, as specified in Section 1 of the Award Agreement.

“Vesting Date” means February 7 (or, if February 7 is not a business day, then the immediately preceding business day) of the year in which the Committee certifies the Company’s Operational Performance Results, except as otherwise provided in Section E below.

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B.Determination of Vesting Date Events:

As soon as practicable following the end of the Performance Period (but in any event no later than sixty (60) days following the end of the Performance Period), the Committee will determine the Company’s Operational Performance Results in accordance with the methodology described in the next section below. The Company’s Operational Performance Results will determine the number of Target Units that will vest or be forfeited on the Vesting Date, and the number of Additional Shares, if any, that will be issued to the Participant on the Vesting Date, as described below under “Vesting Determination.”

C.Operational Performance Calculation Methodology:

The following table shows the Maximum, Target and Threshold Performance Levels for the Company’s Operational Performance Results:

| Level of Achievement for Performance Period | Operational Performance Results | Total PSUs to Vest (and/or Additional Shares to be Granted) on Vesting Date as Percentage of Target Units |
| --- | --- | --- |
| Maximum | 10.0% | 200% |
| Target | 8.5% | 100% |
| Threshold | 7.0% | 50% |
| Below Threshold | Under 7.0% | 0% |

At the conclusion of the Performance Period, the Committee will determine the Company’s Operational Performance Results in accordance with the formula and methods described below. For performance that falls between the percentage points specified in the second column of the above table, the total PSUs to vest and/or Additional Shares to be granted shall be interpolated on a straight-line basis.

Formula for Calculating Operational Performance Results

For purposes of this Exhibit, the Operational Performance Results for the Company will be calculated as follows:

Adjusted Return on Equity shall be computed by dividing the sum of Adjusted Net Income for each of the three years in the Performance Period by the sum of the Adjusted Average Shareholders’ Equity for each of the three years.

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Adjusted Net Income is defined as Net Income as reported in the Company’s financial statements for the respective year, adjusted to take into account the after-tax impacts of the following items, to the extent the Committee deems them not indicative of the Company’s core operating performance:

(i) adjust the amount of Actual CAT Losses and LAE to equal Expected CAT Losses;

(ii) adjust Net Realized Gains on Sales of Investments and Net Impairment Losses Recognized in Earnings to equal Expected Net Realized Gains on Sales of Investments and Expected Net Impairment Losses Recognized in Earnings;

(iii) significant unusual judgments or settlements in connection with the Company’s legal contingencies or benefit plans; and

(iv) additional significant unusual or nonrecurring items as permitted by the Plan.

Adjusted Average Shareholders’ Equity is defined as the simple average of Total Shareholders’ Equity as reported in the Company’s financial statements for the beginning and end of year for each year in the Performance Period, adjusted to take into account the after-tax impacts of the following items, to the extent the Committee deems them not indicative of the Company’s core operating performance:

(i) Unrealized Gains and Losses on Fixed Maturity Securities from Adjusted Shareholders Equity;

(ii) the modifications made in calculating Adjusted Net Income; and

(iii) additional significant unusual or nonrecurring items as permitted by the Plan.

Actual CAT Losses and LAE means the actual Catastrophe Losses and associated Loss Adjustment Expenses, including catastrophe reserve development, as reported in the Management Reports.

Expected CAT Losses, Expected Net Realized Gains on Sales of Investments, and Expected Net Impairment Losses Recognized in Earnings means the amounts specified in the Management Reports as “Planned” or “Expected” for, respectively, (A) Catastrophe Losses and associated Loss Adjustment Expenses, including catastrophe reserve development, (B) Net Realized Gains on Sales of Investments, and (C) Net Impairment Losses Recognized in Earnings.

Management Reports means the Hyperion reports, or their reporting equivalent, prepared by the Company for the relevant Plan Year or other time period.

Unrealized Gains and Losses on Fixed Maturity Securities means the Unrealized Gains and Losses on Fixed Maturity Securities as reported in the Management Reports.

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D.Vesting Determination:

Except as otherwise provided in Section E, the PSUs held by the Participant will vest, to the extent earned for the Performance Period, and Additional Shares, if any, will be issued to the Participant, on the Vesting Date only if the Participant has not had a Separation from Service prior to such date.

Once the Company’s Operational Performance Results are determined by the Committee, the Company will confirm the number of Target Units that will vest or be forfeited on the Vesting Date, and the number of Additional Shares, if any, that will be issued to the Participant on the Vesting Date consistent with the following provisions:

- If the Company’s Operational Performance Results are at or above the Target Performance Level, 100% of the Target Units will vest on the Vesting Date. If the Company’s Operational Performance Results are above the Target Performance Level, Additional Shares will also be issued to the Participant on the Vesting Date. If the Company’s Operational Performance Results are less than the Target Performance Level, some or all of the Target Units will be forfeited.
- The number of the Target Units that will vest on the Vesting Date, and the number of any Additional Shares that will be issued to the Participant on the Vesting Date, will be determined in accordance with the table set forth in Section C above. Any Target Units that do not vest in accordance with the table will be forfeited on the Vesting Date.

E.Determination of Vesting in Case of Certain Terminations and Other Events:

Notwithstanding any contrary provisions of the Plan:

(1) Termination on Death or Disability. The Vesting Date shall be the date of the Participant’s death or Disability if the Participant dies or becomes Disabled prior to the three-year anniversary of the Grant Date while in Service. On such Vesting Date: (a) the Performance Period shall be deemed to have been completed; (b) a number of PSUs shall vest in an amount equal to the number of Target Units multiplied by a fraction, the numerator of which is the number of full months in the Performance Period during which the Participant was actively in Service, and the denominator of which is the total number of months in the original Performance Period (a partial month worked shall be counted as a full month if the Participant was actively in Service for 15 or more days in that month); (c) no Additional Shares shall be issued to the Participant; and (d) all PSUs that do not vest in accordance with this provision shall be forfeited.

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(2) Termination on Divestiture. Except as otherwise provided below or in another subsection of this Section E, in the event that, prior to the three-year anniversary of the Grant Date, the Participant is no longer employed by the Company or an Affiliate as a result of the Company’s divestiture of the business for which the Participant primarily performed services or its controlling interest in the Affiliate for which the Participant was exclusively in Service, or other cessation of the Company’s control of such Affiliate, the following terms shall apply. Any PSUs that will vest and Additional Shares that will be issued on the Vesting Date will be based on the extent earned for the Performance Period as determined in accordance with the provisions of Sections A – D above, and then reduced pro-rata by multiplying the number of any such PSUs and Additional Shares by a fraction, the numerator of which is the number of full months in the Performance Period during which the Participant was actively in Service, and the denominator of which is the total number of months in the Performance Period. A partial month worked shall be counted as a full month if the Participant was actively working for 15 or more days in that month. All PSUs that do not vest in accordance with this provision shall be forfeited.

(3) Other Termination of Service. If the Participant ceases to be in Service prior to the Vesting Date (including, without limitation, by reason of a divestiture or cessation of control of an Affiliate), and is not subject to a divestiture, under circumstances other than those set forth in the foregoing subsections (1) and (2) of this Section E or Section 11(b) of the Award Agreement, all unvested PSUs held by the Participant shall be forfeited to the Company on the date of such cessation of Service, and no Additional Shares shall be issued to the Participant.

(4) Leave of Absence. In the event that the Participant is on an approved Leave of Absence (other than a short-term disability or Family and Medical Leave Act leave) at the end of the Performance Period or takes such a Leave of Absence at any time during the Performance Period, then the PSUs will vest, forfeit or be granted, as applicable, to the extent earned for the Performance Period, in an amount equal to the number of Target Units that would vest and the number of Additional Shares that would be issued in accordance with the provisions of Sections A – D above, if any, multiplied by a fraction, the numerator of which is the number of full months in the Performance Period during which the Participant was an active Employee not on such Leave of Absence and the denominator of which is the total number of months in the Performance Period.

F.Interpretations Related to Calculations and Determinations Related to Performance:

(1) Interpretations. The Committee shall have the reasonable discretion to interpret or construe ambiguous, unclear or implied terms applicable to this Agreement, and to make any findings of fact necessary to make a calculation or determination hereunder.

(2) Disagreements. A decision made in good faith by the Committee or the Company shall govern and be binding in the event of any dispute regarding a method of calculation of performance or a determination of vesting or forfeiture in connection with this Award.

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(3) Method of Calculating Final Number of Vested or Forfeited PSUs. The number of PSUs that will vest or be forfeited and any Additional Shares that will be issued on the Vesting Date pursuant to Section D above for performance that falls between the percentage points specified in the second column of the table in Section C above shall be interpolated on a straight-line basis.

(4) Rounding Conventions.

- Regarding rounding of results, percentages shall be computed to one decimal point (i.e., XX.X%).
- Target Units that will vest and any Additional Shares that will be issued from the application of the methods in the foregoing subsection F(3) and Section D above shall only be paid out in whole shares of Common Stock. Any fractional shares that would otherwise result from such application shall be rounded down to the nearest whole number of shares.

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Appendix I (Employees Whose Primary Residences are Located in California)

If the Participant’s primary residence is located in the State of California:

1. Sections 15(c)(i) and (c)(ii) of the foregoing Agreement shall be replaced with the following:

15(c)(i) Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfere. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i).

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15(c)(ii) Non-Solicitation of Business. The Participant agrees and acknowledges that by virtue of the Participant’s employment with, or service to, the Employer, the Participant has developed or will develop relationships with and/or had or will have access to Confidential Information about Customers and agents, brokers and similar key business partners (“Key Business Partners”) and is, therefore, capable of significantly and adversely impacting existing relationships that the Company or an Affiliate has with them. The Participant further agrees and acknowledges that the Company and/or its Affiliates have invested in its and the Participant’s relationship with Customers and Key Business Partners and the goodwill that has been developed with them; therefore, the Company and/or its Affiliates have a legitimate business interest in protecting these relationships against solicitation and/or interference by the Participant for a reasonable period of time after the Participant’s employment with, or provision of services to, the Employer ends. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly initiate, contact or engage in any contact or communication, of any kind whatsoever, that has the purpose or effect of: (A) inviting, assisting, encouraging or requesting any Customer or Key Business Partner to (1) transfer the Participant’s business from the Company or an Affiliate to the Participant, the Participant’s subsequent employer or any other third party, or (2) otherwise diminish, divert, discontinue or terminate Customer’s patronage and/or business relationship with the Company or an Affiliate; or (B) inviting, assisting, encouraging or requesting any Customer to purchase any products or services from the Participant, the Participant’s subsequent employer or any other third party that are or may be competitive with the products or services of the Company or an Affiliate, or use any products or services of the Participant, the Participant’s subsequent employer or of any other third party that are or may be competitive with the products or services of the Company or an Affiliate.

2. Any claims relating to Section 15 of the Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

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## EX-10.6

SEC source: [kmpr20266302026ex106.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex106.htm)

ACKNOWLEDGEMENT

I acknowledge that I have at least fourteen (14) days to review the following Equity Agreement (“Agreement”) before agreeing to its terms, although I may voluntarily elect to sign this Agreement before the end of this review period. I further acknowledge that I hereby am advised to consult with an attorney before signing to this Agreement, including with respect to the non-solicitation and other restrictive covenants it contains.

Kemper Corporation 2026 Inducement Plan

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Installment-Vesting Form)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of this ______ day of _______________, 20__ (“Grant Date”) between KEMPER CORPORATION, a Delaware corporation (“Company”), and «name» (“Participant”) for an Award of restricted stock units (“RSUs”), each representing the right to receive one share of the Company’s common stock (“Common Stock”) on the terms and conditions set forth in this Agreement. The Award is being granted as an “employment inducement award” under Rule 303A.08 of the New York Stock Exchange Listing Rules and the Kemper Corporation 2026 Inducement Plan (“Plan”) and is granted outside of the Amended and Restated Kemper Corporation 2023 Omnibus Plan (“2023 Plan”). Notwithstanding that the Award is being granted outside of the 2023 Plan, except as expressly provided otherwise, the Award will be governed in a manner consistent with the terms and conditions of the 2023 Plan.

SIGNATURES

As of the date set forth above, the parties have accepted the terms of this Agreement by signing this Agreement by an electronic signature, and each party agrees that such signature shall not be denied legal effect, validity or enforceability solely because it was submitted or executed electronically.

KEMPER CORPORATION PARTICIPANT

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

C. Thomas Evans, Jr. «name»

Executive Vice President

Secretary & General Counsel

RECITALS

A.The Board of Directors of the Company (“Board”) has adopted the Plan, including all amendments to date, to be administered by the Compensation Committee of the Board or any subcommittee thereof, or any other committee designated by the Board to administer the Plan (“Committee”). Capitalized terms that are not defined herein shall be defined in accordance with the 2023 Plan.

B.The Plan authorizes the Committee to grant, as a material inducement for the Participant to accept employment with the Company, awards of various types, including restricted stock units providing the right to receive shares of Common Stock under specified terms and conditions.

C.Pursuant to the Plan, the Committee has determined that it is in the best interests of the Company and its shareholders to grant an Award of RSUs to the Participant under the terms and conditions specified in this Agreement as an inducement to accept employment with the Company.

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NOW, THEREFORE, the parties hereto agree as follows:

1.Grant. The Company grants an aggregate of «shares» RSUs, which represent the Company’s unfunded and unsecured promise to issue shares of Common Stock, to the Participant, subject to the terms and conditions set forth in this Agreement. The RSUs shall not entitle the Participant to any rights of a shareholder of Common Stock and the Participant has no rights with respect to the Award other than rights as a general creditor of the Company.

2.Governing Plan. This Award is granted pursuant to the Plan, which is incorporated herein for all purposes. The Participant agrees to be bound by the terms and conditions of the Plan, which controls in case of any conflict with this Agreement, except as otherwise provided for in the Plan. No amendment of the Plan shall adversely affect this Award in any material way without the written consent of the Participant.

3.Restrictions on Transfer. The RSUs shall be restricted during a period (“Restriction Period”) beginning on the Grant Date and expiring on the applicable Settlement Date (as defined in Section 6 below). During the Restriction Period, neither this Agreement, the RSUs nor any rights and privileges granted hereby may be transferred, assigned, pledged or hypothecated in any way, whether by operation of the law or otherwise (any such disposition being referred to herein as a “Transfer”), except by will or the laws of descent and distribution. Without limiting the generality of the preceding sentence, no rights or privileges granted hereby may be Transferred during the Restriction Period to the spouse or former spouse of the Participant pursuant to any divorce proceedings, settlement or judgment, unless approved by the Committee. Any attempt to Transfer this Agreement, the RSUs or any other rights or privileges granted hereby contrary to the provisions hereof shall be null and void and of no force or effect, and the Company shall not recognize or give effect to any such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such RSUs.

4.Vesting and Forfeiture.

(a)Vesting. To the extent not previously forfeited, and except as provided in Section 4(b) below, the RSUs shall vest in three (3) equal, annual installments, beginning on the first anniversary of the Grant Date, if the Participant continues in Service through the applicable date (each date of vesting, a “Vesting Date”).

(b)Acceleration of Vesting. Notwithstanding the terms of Section 4(a) above, to the extent not previously vested or forfeited, the RSUs shall fully vest on the earliest to occur of the following (the date of which shall also be designated as a Vesting Date):

(i)the date of the Participant’s death or Disability, if the Participant dies or becomes Disabled while in Service; or

(ii)the date upon which vesting is accelerated in accordance with Section 11(b) or otherwise by the Committee in its discretion in accordance with the terms of the Plan.

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(c)Termination of Service. On the date of the Participant’s cessation of Service, any unvested portion of the RSUs held by the Participant that does not vest upon such cessation of Service in accordance with this Agreement shall be forfeited to the Company. If the Participant’s Service is terminated, or is deemed to be terminated, for Cause, any outstanding portion of the RSUs held by the Participant (vested or unvested) shall be forfeited to the Company on the date of such termination of Service. For purposes of the preceding sentence, a Participant’s Service shall be deemed terminated for Cause if the Participant resigns or is terminated and the Committee determines in good faith, either before, at the time of, or after such termination, that one or more of the events or actions described in the definition of Cause below existed as of the time of such termination.

(d)Certain Definitions.

(i)“Cause” means any of the following: (1) the Participant’s theft or falsification of any Company or Affiliate documents, records or property; (2) the Participant’s improper use or disclosure of the Company’s or an Affiliate’s confidential or proprietary information in breach of the Company’s Essential Standards of Conduct or an applicable contractual or other obligation, or using such information for personal gain including, without limitation, by trading in Company securities on the basis of material, non-public information; (3) fraud, misappropriation of or intentional material damage to the property or business of the Company or an Affiliate or other action by the Participant which has a material detrimental effect on the Company’s or an Affiliate’s reputation or business as determined by the Committee; (4) the Participant’s material failure or inability to perform any reasonable assigned and lawful duties after written notice from the Company or Affiliate of such failure or inability, and such failure or inability is not cured by the Participant within ten (10) business days; (5) the Participant’s conviction (including any plea of guilty or nolo contendere) of any felony or any criminal violation involving fraud, embezzlement, misappropriation, dishonesty, the misuse or misappropriation of money or other property or any other crime which has or would reasonably be expected to have an adverse effect on the business or reputation of the Company or an Affiliate or (6) a material breach by the Participant of the policies and procedures of the Company or an Affiliate, including, but not limited to, any breach of the Company’s Essential Standards of Conduct and the requirements of Section 15 below.

(ii)“Disabled” or “Disability” means that the Participant either:

(A)is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and, with respect to a Participant who is an Employee, is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan (e.g., a long term disability plan) covering Employees of the Company or Affiliate that employs the Participant; or

(B)is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

(iii)“Employer” means the Company or Affiliate by whom the Participant is employed, or to whom the Participant provides services.

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(iv)“Good Reason” means any action taken by the Employer which results in a material negative change to the Participant in the employment relationship, such as the duties to be performed, the conditions under which such duties are to be performed or the compensation to be received for performing such services. A termination by the Participant shall not constitute termination for Good Reason unless the Participant shall first have delivered to the Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than ninety (90) days after the occurrence of such event), and there shall have passed a reasonable time (not less than thirty (30) days) within which the Employer may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by the Participant and the Participant terminates within ninety (90) days following the expiration of the cure period.

(v)“Service” means the period during which the Participant is an Employee, Director or a Third Party Service Provider; provided, however, that the Participant will not be deemed to be in Service after the Company divests its control in the Affiliate for whom the Participant is exclusively in Service, or if the Company’s control of such Affiliate otherwise ceases.

5.Dividend Equivalents. If a cash dividend is declared and paid by the Company with respect to the Common Stock during the Restriction Period, the Participant shall be eligible to receive a cash payment equal to the total cash dividend the Participant would have received had the RSUs been actual shares of Common Stock, provided that the Participant vests in the RSUs for which the cash payment (or portion thereof) relates. Any such cash payment(s) shall be made on the Settlement Date(s) (as defined below) of the applicable RSUs, and they shall be subject to applicable tax withholding obligations as described in Section 8.

6.Conversion of RSUs; Issuance of Common Stock. Except as otherwise provided in Section 10, the Company shall cause one share of Common Stock to be issued, within the time period provided below, for each RSU that is vesting on the applicable Vesting Date.

Any issuance of Common Stock shall be subject to applicable tax withholding obligations as described in Section 8 and shall be in book-entry form, registered in the Participant’s name (or in the name of the Participant’s Representative, as the case may be), in payment of whole RSUs. Any fractional shares of Common Stock that would otherwise be issued to the Participant shall instead be paid in the form of cash. Except as otherwise provided in Section 10, in no event shall the date on which Common Stock is issued to the Participant (in each case, a “Settlement Date”) occur later than the first to occur of (a) March 15th following the calendar year in which the applicable Vesting Date occurred, or (b) 90 days following the applicable Vesting Date.

7.Fair Market Value of Common Stock. The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the applicable date, or if no prices are reported for that day, the last preceding day on which such prices are reported (or, if for any reason no such price is available, the Fair Market Value shall be determined by the Company in its sole discretion in accordance with the Plan).

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8.Withholding of Taxes. The Participant acknowledges that the vesting of the RSUs will result in the Participant being subject to payroll taxes upon the Vesting Date (if the Participant is an Employee or was an Employee on the Grant Date), except as otherwise determined by the Company and permitted by regulations issued under Section 3121(v)(2) of the Code, and that the issuance of Common Stock pursuant to Section 6 will result in the Participant being subject to income taxes upon the applicable Settlement Date. Upon a required withholding date, the Company will deduct from the shares of Common Stock that are otherwise due to be delivered to the Participant shares of Common Stock having a Fair Market Value not in excess of the tax withholding requirements based on the maximum statutory withholding rates for the Participant for federal, state and local tax purposes (including the Participant’s share of payroll or similar taxes) in the applicable jurisdiction, and the Participant shall remit to the Company in cash any and all applicable withholding taxes that exceed the amount available to the Company using shares with respect to which the Settlement Date has occurred.

9.Section 409A. The Company intends that the Award hereunder shall either be exempt from the application of, or compliant with, the requirements of Section 409A and this Award Agreement shall be interpreted and administered in accordance with such intent. In no event shall the Company and/or its Affiliates be liable for any tax, interest or penalties that may be imposed on the Participant (or the Participant’s estate) under Section 409A. For purposes of Section 409A, each settlement hereunder shall be considered a separate payment. Notwithstanding the foregoing, if the RSUs are considered “deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” for purposes of Section 409A, no distribution or payment of any amount that is due upon a “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses.

10.Shares to be Issued in Compliance with Federal Securities Laws and Exchange Rules. No shares issuable upon the vesting of the RSUs shall be issued and delivered unless and until there shall have been full compliance with all applicable requirements of the Securities Act of 1933, as amended (“Act”) (whether by registration or satisfaction of exemption conditions), all applicable listing requirements of the New York Stock Exchange (or such other exchange(s) or market(s) on which shares of the same class are then listed) and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery. The Company shall use its best efforts and take all necessary or appropriate actions to ensure that such full compliance on the part of the Company is made. By signing this Agreement, the Participant represents and warrants that none of the shares to be acquired in settlement of the RSUs will be acquired with a view towards any sale, transfer or distribution of said shares in violation of the Act, and the rules and regulations promulgated thereunder, or any applicable “blue sky” laws, and that the Participant hereby agrees to indemnify the Company in the event of any violation by the Participant of such Act, rules, regulations or laws. The Company will use its best efforts to complete all actions necessary for such compliance so that settlement can occur within the period specified in Section 6; provided that if the Company reasonably anticipates that settlement within such period will cause a violation of applicable law, settlement may be delayed provided that settlement occurs at the earliest date at which the Company reasonably anticipates that such settlement will not cause a violation of applicable law, all in accordance with Treas. Reg. § 1.409A-2(b)(7)(ii).

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11.Certain Adjustments; Change in Control.

(a)If, during the term of this Agreement, there shall be any equity restructurings (within the meaning of FASB Accounting Standards Codification® Topic 718) that causes the per share value of a share of Common Stock to change, such as a stock dividend, stock split, spin off, rights offering, or recapitalization through a large, nonrecurring cash dividend, and similar matters, the Committee shall make or cause to be made an equitable adjustment to the number and kind of RSUs subject to the Award. If, during the term of this Agreement, there shall be any other changes in corporate capitalization, the Committee shall make or cause to be made an appropriate and equitable substitution, adjustment or treatment with respect to the RSUs in a manner consistent with Sections 4.3 and 21.2 of the 2023 Plan. The Committee’s determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional RSUs shall be issued under the Plan on any such adjustment.

(b)In the event of a Change in Control as defined in Section 20.1 of the 2023 Plan, except as prohibited by applicable laws, rules, regulations or stock exchange requirements, if the Service of a Participant is terminated within the two (2)-year period following such Change in Control by the Company or an Affiliate for reasons other than Cause or by the Participant for Good Reason, any Restriction Period shall lapse and the RSUs shall immediately vest and be paid out or distributed without further restriction.

12.Participation by Participant in Other Company Plans. Nothing herein contained shall affect the right of the Participant to participate in and receive benefits under and in accordance with the then current provisions of any retirement plan or employee welfare benefit plan or program of the Company or of any Affiliate of the Company, subject in each case, to the terms and conditions of any such plan or program.

13.Not an Employment or Service Contract. Nothing herein contained shall be construed as an agreement by the Company or any of its Affiliates, expressed or implied, to employ or contract for the services of the Participant, to restrict the right of the Company or any of its Affiliates to discharge the Participant or cease contracting for the Participant’s services or to modify, extend or otherwise affect in any manner whatsoever, the terms of any employment agreement or contract for services which may exist between the Participant and the Company or any of its Affiliates.

14.Death of the Participant. In the event of the Participant’s death prior to the Settlement Date, delivery of shares of Common Stock pursuant to Section 6 shall be made to the duly appointed and qualified executor or other personal representative of the Participant, to be distributed in accordance with the Participant’s will or applicable intestacy law.

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15.Confidentiality; Non-Solicitation; Non-Disparagement; Non-Competition. The Participant agrees that the Award to the Participant under the terms and conditions specified in this Agreement is conditioned upon the Participant’s compliance with the following confidentiality, non-solicitation, non-disparagement, and non-competition terms and conditions. The Participant acknowledges and agrees that the RSUs are being offered in consideration for the Participant’s commitment to the obligations contained in Section 15(f).

(a)Definitions. As used in this Section, the following terms have the meanings set forth below:

(i)“Confidential Information” means any and all confidential information, including without limitation any negotiations or agreements between the Company or its Affiliates and third parties, business and marketing plans and related materials, training materials, financial information, plans, executive summaries, capitalization tables, budgets, unpublished financial statements, costs, prices, licenses, employee, customer, supplier, shareholder, partner or investor lists and/or data, products, technology, know-how, business processes, business data, inventions, designs, patents, trademarks, copyrights, trade secrets, business models, notes, sketches, flow charts, formulas, blueprints and elements thereof, databases, compilations, and other intellectual property, whether written or otherwise. Some or all of the Confidential Information may also be entitled to protection as a “trade secret” under applicable state or federal law. Confidential Information does not include information that the Participant can prove was properly known to the Participant from sources permitted to disseminate the information prior to the Participant’s employment by, or provision of services to, the Employer, or that has become publicly known and made generally available through no wrongful act of the Participant.

(ii)“Customer” means any customer of the Company or an Affiliate with which/whom the Participant had material communications for which/whom the Participant performed any services, to which/whom the Participant sold any products, or about which/whom the Participant learned or had access to any Confidential Information, in each case during the twelve (12)-month period immediately preceding the Participant’s termination of employment from, or provision of services to, the Employer (whether by Participant or the Employer and whether for any or no reason).

(iii)“Enhanced Restricted Period” means the twenty-four (24)-month period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason).

(iv)“Restricted Employee” means any person who was employed by the Company or an Affiliate and had Material Contact pursuant to the Participant’s duties at any point during the period of twelve (12) months immediately preceding the Participant’s last day of employment with the Employer. For purposes of this Section, “Material Contact” means interaction between the Participant and another employee of the Employer or an Affiliate: (A) with whom the Participant actually dealt or interacted; or (B) whose employment or dealings with the Employer or services for the Employer were directly or indirectly handled, coordinated, managed, or supervised by the Participant.

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(v)“Restricted Period” means the twelve (12)-month period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason).

(b)Confidential Information.

(i)Protection of Confidential Information. At all times during the Participant’s employment with, or provision of services to, the Employer, and at all times thereafter, the Participant agrees to: (A) hold the Confidential Information in strictest confidence, and not to directly or indirectly copy, distribute, disclose, divert, or disseminate, in whole or in part, any of such Confidential Information to any person, firm, corporation, association or other entity except (x) to authorized agents of the Employer who have a need to know such Confidential Information for the purpose for which it is disclosed, or (y) to other persons for the benefit of the Employer, in the course and scope of the Participant’s employment with or service to the Employer; and (B) refrain from directly or indirectly using the Confidential Information other than as necessary and as authorized in the course and scope of the Participant’s employment with, or provision of services to, the Employer. In the event the Participant receives a subpoena or other validly issued administrative or judicial order demanding production or disclosure of Confidential Information, the Participant shall promptly notify the Employer and provide a copy of such subpoena or order and tender to the Employer the defense of any such demand. The Participant may, if necessary, disclose Confidential Information in judicial proceedings relating to the enforcement of the Participant’s rights or obligations under this Agreement; provided, however, that the Participant must first enter into an agreed protective order with the Employer protecting the confidentiality of the Confidential Information.

(ii)Notwithstanding the Participant’s confidentiality and non-disclosure obligations under this Agreement or otherwise, as provided in the Federal Defend Trade Secret Act, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or to the Participant’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. The Participant understands and acknowledges that nothing in this Agreement prohibits the Participant from confidentially or otherwise communicating with or reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice or the Securities and Exchange Commission, or making other disclosures or statements that are protected under the whistleblower, collective bargaining, anti-discrimination and/or anti-retaliation provisions of federal or state law or regulation. The Participant understands that the Participant does not need prior authorization of the Employer to make any such reports or disclosures, and that the Participant is not required to notify the Employer that the Participant has made such reports or disclosures.

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(c)Non-Solicitation.

(i)Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not, directly or indirectly, seek to recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i). Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(i) shall be replaced with those set forth in Appendix I of this Agreement.

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(ii)Non-Solicitation of Business. The Participant agrees and acknowledges that by virtue of the Participant’s employment with, or service to, the Employer, the Participant has developed or will develop relationships with and/or had or will have access to Confidential Information about Customers and agents, brokers and similar key business partners (“Key Business Partners”) and is, therefore, capable of significantly and adversely impacting existing relationships that the Company or an Affiliate has with them. The Participant further agrees and acknowledges that the Company and/or its Affiliates have invested in their and the Participant’s relationship with Customers and Key Business Partners and the goodwill that has been developed with them; therefore, the Company and/or its Affiliates have a legitimate business interest in protecting these relationships against solicitation and/or interference by the Participant for a reasonable period of time after the Participant’s employment with, or provision of services to, the Employer ends. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not, directly or indirectly initiate, contact or engage in any contact or communication, of any kind whatsoever, that has the purpose or effect of: (A) inviting, assisting, encouraging or requesting any Customer or Key Business Partner to (1) transfer the Participant’s business from the Company or an Affiliate to the Participant, the Participant’s subsequent employer or any other third party, or (2) otherwise diminish, divert, discontinue, or terminate Customer’s or Key Business Partner’s patronage and/or business relationship with the Company or an Affiliate; or (B) inviting, assisting, encouraging or requesting any Customer to purchase any products or services from the Participant, the Participant’s subsequent employer or any other third party that are or may be competitive with the products or services of the Company or an Affiliate, or use any products or services of the Participant, the Participant’s subsequent employer or of any other third party that are or may be competitive with the products or services of the Company or an Affiliate. In addition to the foregoing restrictions, the Participant agrees that, during the Participant’s employment with the Employer and during the Enhanced Restricted Period, the Participant shall not be personally involved in the negotiation, competition for, solicitation or execution of any individual book roll over(s) or other book of business transfer arrangements involving the transfer of business away from the Company or an Affiliate. Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(ii) shall be replaced with those set forth in Appendix I of this Agreement.

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(d)Notification to New Employers. During the Restricted Period, the Participant shall notify any subsequent employer of the Participant’s obligations under this Section prior to commencing employment. In addition, during the Restricted Period, the Participant shall provide the Employer and his/her prior manager at the Employer fourteen (14) days’ advance written notice prior to becoming employed by, or retained to represent or provide services to, any person or entity or engaging in any business of any type or form, with such notice including the identity of the prospective employer or business, the specific division (if applicable) for which the Participant will be performing services, the title or position to be assumed by the Participant, the physical location of the position to be assumed by the Participant, and the responsibilities of the position to be assumed by the Participant. The Participant hereby authorizes the Company and/or any of its Affiliates, at their discretion, to contact the Participant’s prospective or subsequent employers and inform them of this Section or any other policy or employment agreement between the Participant and the Company and/or its Affiliates that may be in effect at the termination of the Participant’s employment with the Employer.

(e)Non-Disparagement. During the term of Participant’s employment and for the two (2)-year period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason), the Participant shall not make or intentionally cause or direct others to make any written or oral statement that disparages or otherwise are slanderous, libelous, or defamatory towards the Company or its Affiliates, or their respective business relations. Without in any way limiting the scope or effect of the preceding sentence, the Participant specifically agrees, represents and warrants that the Participant shall not directly or indirectly disparage the Company’s and/or its Affiliates’: (i) officers, management, business practices, policies, procedures and/or operations, (ii) employees or other personnel, employment or other personnel-related decisions, staffing, and/or hiring or termination decisions, practices or other personnel-related activities or occurrences, and/or any other employment-related decisions, actions or practices by or relating to the Company or the Affiliates, or (iii) any other policies, procedures or matters concerning or relating to the Company, including but not limited to the Company’s business, operations, employees, management, Customers, suppliers, activities, products, services or any other matter relating to the Company or its Affiliates; provided that this non-disparagement provision shall not prohibit any statement, reporting or other action this is permitted by subsection (b)(ii) of this Section. Moreover, unless permitted by applicable law, and subject to subsection (b)(ii) of this Section, the Participant shall not encourage or aid any person or entity in the pursuit of any cause of action, lawsuit or any other claim or dispute of any kind against the Company and/or its Affiliates.

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(f)Non-Competition. The Company is an insurance holding company which, together with its Affiliates, principally offers specialty/non-standard automobile and commercial vehicle insurance policies to individuals and small businesses who may be unable to obtain standard/preferred insurance policies, and which conducts such operations within the contiguous states of the United States (such states referred to as the “Geographical Area”) (collectively, the “Business”). During the Restricted Period, the Participant shall not, directly or indirectly: (i) engage in, or assist any other person or entity in engaging in, the Business as an underwriter or an MGA anywhere in the Geographical Area, (ii) perform services involving or respecting the Business in any executive, managerial, consulting, or other competitive capacity for any person or entity engaged or planning to become engaged in the Business (including through acquisition) anywhere in the Geographical Area, or (iii) provide financial assistance or advice related to or involving the Business to any person or entity engaged in the Business or planning to become engaged in the Business (including through acquisition), in each case, anywhere in the Geographical Area. Nothing contained in this Section 15(f) shall prohibit the Participant from: (A) engaging in any capacity with any person or entity that sells or offers insurance policies where the Business represents less than 25% of such entity’s total revenue at the time of the Participant’s engagement, (B) engaging in a position with any person or entity that engages in the Business provided the Participant does not have responsibility for those operations, (C) engaging with any person or entity providing services related to the Business, including but not limited to the provision of services to an insurance underwriter such as third party claims management or supplying underwriting reports, or (D) owning not in excess of 2% in the aggregate of any class of capital stock or other ownership interest of any company if such stock or other ownership interests are publicly traded and listed on any national or regional stock exchange.

(g)Consideration/Reasonableness of Restrictions.

(i)Consideration. The Participant agrees and acknowledges that the Participant has received valuable and adequate consideration in exchange for the restrictions in this Section, including but not limited to the Award to the Participant under the terms and conditions specified in this Agreement, offer of employment or continued employment with the Employer, training and continued training, access to the Confidential Information, and access to the Customers and Key Business Partners.

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(ii)Reasonableness of Restrictions. The Participant understands and acknowledges the importance of the relationships which the Company and its Affiliates have with their Employees, Customers and Key Business Partners, as well as how significant the maintenance of the Confidential Information is to the business and success of the Company and its Affiliates, and acknowledges the steps the Company and its Affiliates have taken, are taking and will continue to take to develop, preserve and protect these relationships and the Confidential Information. Accordingly, the Participant agrees that the scope and duration of the restrictions and limitations described in this Section are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, and the Participant agrees and acknowledges that all restrictions and limitations relating to the period following the end of the Participant’s employment or service with the Employer will apply regardless of the reason the Participant’s employment or service ends. The Participant agrees and acknowledges that the enforcement of this Section will not in any way preclude the Participant from becoming gainfully employed or engaged as a contractor in such manner and to such extent as to provide the Participant with an adequate standard of living.

(iii)Participant’s Notice to Consult An Attorney. The Company hereby advises the Participant to consult with an attorney (chosen by the Participant and at the Participant’s cost) prior to signing this Agreement, including with respect to the non-solicitation provisions and other restrictive covenants contained in this Section. The Participant hereby acknowledges receipt of this notice by the Company.

(iv)Review Period. The Participant has at least fourteen (14) calendar days to review this Agreement before agreeing to its terms (although the Participant may elect to voluntarily sign it before the end of this review period).

(v)Tolling. Notwithstanding anything herein to the contrary, if the Participant breaches any of the non-solicitation restrictions in Section 15(c) or non-competition provisions in 15(f), then the Restricted Period (or the Enhanced Restricted Period, if applicable) shall be tolled (retroactive to the date such breach commenced) until such breach or violation has been duly cured.

(vi)Modification. If any provision or term in this Section is declared invalid or unenforceable by a court of competent jurisdiction, the invalid and unenforceable portion shall be reformed to the maximum time, activity-related restrictions and/or limitations permitted by applicable law, so as to be valid and enforceable. If any such provision cannot be made valid and enforceable, it shall be severed from this Agreement without affecting the remainder of this Agreement.

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(vii)Breach/Remedies. Notwithstanding anything to the contrary in this Agreement, the Participant agrees and acknowledges that the breach of this Section would cause substantial loss to the goodwill of the Company and/or its Affiliates, and cause irreparable harm for which there is no adequate remedy at law. Further, because the Participant’s employment with the Employer is personal and unique, because damages alone would not be an adequate remedy and because of the Participant’s access to the Confidential Information, the Company and/or its Affiliates shall have the right to enforce this Section, including any of its provisions, by injunction, specific performance, or other equitable relief, without having to post bond or prove actual damages, and without prejudice to any other rights and remedies that the Company and/or its Affiliates may have for a breach of this Section, including, without limitation, money damages. The Participant agrees and acknowledges that notwithstanding the arbitration provisions in this Agreement, the Company may elect to file and pursue claims which arise from or relate to the Participant’s actual or threatened breaches of this Section in state or federal court of competent jurisdiction. The Participant shall be liable to pay all costs, including reasonable attorneys’ and experts’ fees and expenses, that the Company and/or its Affiliates may incur in enforcing or defending this Section, whether or not litigation is actually commenced and including litigation of any appeal taken or defended by the Company and/or its Affiliates where the Company and/or its Affiliates succeed in enforcing any provision of this Section.

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(viii)Forfeiture and Repayment Provisions. Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement, the Participant agrees that during the Restricted Period (or the Enhanced Restricted Period, if/as applicable), if the Participant breaches any of the terms or conditions in this Section, then in addition to all rights and remedies available to the Company and/or its Affiliates at law and in equity, the Participant shall immediately forfeit any portion of the Award that has not otherwise been previously forfeited under the applicable terms of this Agreement and that has not yet been paid, exercised, settled, or vested. The Company and/or its Affiliates may also require repayment from the Participant of any and all of the compensatory value of the Award that the Participant received during the Restricted Period (or the Enhanced Restricted Period, as applicable), including without limitation the gross amount of any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, exercise, or settlement of the Award and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting, distribution, exercise or settlement of the Award. The Participant shall promptly pay the full amount due upon demand by the Company and/or its Affiliates, in the form of cash or shares of Common Stock at current Fair Market Value.

(ix)Waiver. The waiver of any breach of the terms of this Section shall not constitute the waiver of any other or further breach hereunder, whether or not of a like nature or kind. No waiver by the Company or any of its Affiliates of the breach of any term contained in a similar agreement between the Company and/or any of its Affiliates and any other employee or participant, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a waiver of the breach of any term of this Section. No waiver of any provision of this Section shall be valid unless in writing and signed by an authorized representative of the Company or one or more of its Affiliates.

(x)Interpretation. Any reference to “Section” or “subsection” in this Section 15 shall refer to this Section 15 or respective subsection. Any claims relating to Section 15(f) of the Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. Any dispute regarding the terms of Section 15(f) shall be brought in a state or federal court in Suffolk County, Massachusetts.

(xi)Additional Provisions. The Participant has the right to consult with legal counsel (of Participant’s choosing and at Participant’s cost) prior to signing this Agreement. The Participant acknowledges and agrees that the Participant was provided with this Agreement before the date of the Participant’s formal offer of employment and that the Participant had no less than 10 business days before the commencement of the Participant’s employment to consider the Agreement’s terms. Section 15(f) of this Agreement shall not apply in the event the Participant’s employment is terminated by the Company without Cause.

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16.Arbitration. In lieu of litigation by way of court or jury trial, any dispute or controversy arising hereunder shall be settled by arbitration, in accordance with the arbitration agreement currently in effect by separate agreement between the Participant and the Company or any of its Affiliates and which is incorporated herein by reference, except as otherwise provided in Section 15. In the event that such arbitration agreement is determined to be inapplicable or unenforceable or if no such arbitration agreement is then in effect, the parties mutually agree to arbitrate any dispute arising out of or related to this Agreement pursuant to the terms of this Section, except as otherwise provided in Section 15. The parties agree that this Agreement provides sufficient consideration for that obligation and the mutual promises to arbitrate also constitutes consideration for this agreement to arbitrate. The following terms and conditions shall apply to such arbitration hereunder. The arbitration shall be conducted before a single arbitrator in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA Rules”) then in effect, and shall be governed by the Federal Arbitration Act. Judgment may be entered on the award of the arbitrator in any court having jurisdiction. Unless provided otherwise in the arbitrator’s award, each party will pay its own attorneys’ fees and costs. To the extent required by law or the AAA Rules, all administrative costs of arbitration (including filing fees) and the fees of the arbitrator will be paid by the Company. The Participant and the Company waive the right for any dispute to be brought, heard, decided, or arbitrated as a class and/or collective action (or joinder or consolidation with claims of any other person), and the parties agree that, regardless of anything else in this arbitration provision or the AAA Rules, the interpretation, applicability, enforceability or formation of the class action waiver in this provision may only be determined by a court and not an arbitrator. Regardless of anything else in this Agreement, this arbitration provision may not be modified or terminated absent a writing signed by the Participant and the Company stating an intent to modify or terminate the arbitration provision.

17.Governing Law. Except as otherwise provided in Section 15, the foregoing Section or an Appendix to this Agreement, this Agreement and any disputes hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without application of its conflicts of laws principles.

18.Miscellaneous. This Agreement, together with the Plan and the 2023 Plan, is the entire agreement of the parties with respect to the RSUs granted hereby and may not be amended except in a writing signed by both the Company and the Participant or his or her Representative. If any provision of this Agreement is deemed invalid, it shall be modified to the extent possible and minimally necessary to be enforceable, and, in any event, the remainder of this Agreement will be in full force and effect.

19.Forfeiture and Clawback of Award. Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement and as a condition to the receipt of this Award, the rights, payments and benefits with respect to this Award and any shares acquired pursuant to the vesting of this Award are subject to reduction, cancellation, forfeiture, or recoupment by the Company if and to the extent permitted by Section 15.3 of the 2023 Plan, pursuant to any clawback or recoupment policy in effect as of the Grant Date or any clawback or recoupment policy that the Company may adopt from time to time to comply with applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing rules, and regulations (“Forfeiture and Clawback Policy”). Any determination made and action taken under the Forfeiture and Clawback Policy shall be final, binding and conclusive.

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ADDITIONAL PROVISIONS APPLICABLE ONLY TO EXECUTIVE OFFICERS OF THE COMPANY:

20.Stock Holding Period. The Participant agrees to hold the shares of Common Stock acquired upon the conversion of the RSUs for a minimum of 12 months following the applicable Settlement Date. This holding period shall not apply to shares of Common Stock withheld by the Company to settle tax liabilities related to vesting and/or settlement, and as otherwise may be provided under the Company’s Stock Ownership Policy.

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Appendix I (Employees Whose Primary Residences are Located in California)

If the Participant’s primary residence is located in the State of California:

1. Sections 15(c)(i) and (c)(ii) of the foregoing Agreement shall be replaced with the following:

15(c)(i) Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfere. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i).

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15(c)(ii) Non-Solicitation of Business. The Participant agrees and acknowledges that by virtue of the Participant’s employment with, or service to, the Employer, the Participant has developed or will develop relationships with and/or had or will have access to Confidential Information about Customers and agents, brokers and similar key business partners (“Key Business Partners”) and is, therefore, capable of significantly and adversely impacting existing relationships that the Company or an Affiliate has with them. The Participant further agrees and acknowledges that the Company and/or its Affiliates have invested in its and the Participant’s relationship with Customers and Key Business Partners and the goodwill that has been developed with them; therefore, the Company and/or its Affiliates have a legitimate business interest in protecting these relationships against solicitation and/or interference by the Participant for a reasonable period of time after the Participant’s employment with, or provision of services to, the Employer ends. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly initiate, contact or engage in any contact or communication, of any kind whatsoever, that has the purpose or effect of: (A) inviting, assisting, encouraging or requesting any Customer or Key Business Partner to (1) transfer the Participant’s business from the Company or an Affiliate to the Participant, the Participant’s subsequent employer or any other third party, or (2) otherwise diminish, divert, discontinue or terminate Customer’s patronage and/or business relationship with the Company or an Affiliate; or (B) inviting, assisting, encouraging or requesting any Customer to purchase any products or services from the Participant, the Participant’s subsequent employer or any other third party that are or may be competitive with the products or services of the Company or an Affiliate, or use any products or services of the Participant, the Participant’s subsequent employer or of any other third party that are or may be competitive with the products or services of the Company or an Affiliate.

2. Any claims relating to Section 15 of the Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

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## EX-10.7

SEC source: [kmpr20266302026ex107.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex107.htm)

ACKNOWLEDGEMENT

I acknowledge that I have at least fourteen (14) days to review the following Equity Agreement (“Agreement”) before agreeing to its terms, although I may voluntarily elect to sign this Agreement before the end of this review period. I further acknowledge that I hereby am advised to consult with an attorney before signing to this Agreement, including with respect to the non-solicitation and other restrictive covenants it contains.

Kemper Corporation 2026 Inducement Plan

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Installment-Vesting Form)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of this ______ day of _______________, 20__ (“Grant Date”) between KEMPER CORPORATION, a Delaware corporation (“Company”), and «name» (“Participant”) for an Award of restricted stock units (“RSUs”), each representing the right to receive one share of the Company’s common stock (“Common Stock”) on the terms and conditions set forth in this Agreement. The Award is being granted as an “employment inducement award” under Rule 303A.08 of the New York Stock Exchange Listing Rules and the Kemper Corporation 2026 Inducement Plan (“Plan”) and is granted outside of the Amended and Restated Kemper Corporation 2023 Omnibus Plan (“2023 Plan”). Notwithstanding that the Award is being granted outside of the 2023 Plan, except as expressly provided otherwise, the Award will be governed in a manner consistent with the terms and conditions of the 2023 Plan.

SIGNATURES

As of the date set forth above, the parties have accepted the terms of this Agreement by signing this Agreement by an electronic signature, and each party agrees that such signature shall not be denied legal effect, validity or enforceability solely because it was submitted or executed electronically.

KEMPER CORPORATION PARTICIPANT

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

C. Thomas Evans, Jr.   Executive Vice President   Secretary & General Counsel «name»

RECITALS

A.The Board of Directors of the Company (“Board”) has adopted the Plan, including all amendments to date, to be administered by the Compensation Committee of the Board or any subcommittee thereof, or any other committee designated by the Board to administer the Plan (“Committee”). Capitalized terms that are not defined herein shall be defined in accordance with the 2023 Plan.

B.The Plan authorizes the Committee to grant, as a material inducement for the Participant to accept employment with the Company, awards of various types, including restricted stock units providing the right to receive shares of Common Stock under specified terms and conditions.

C.Pursuant to the Plan, the Committee has determined that it is in the best interests of the Company and its shareholders to grant an Award of RSUs to the Participant under the terms and conditions specified in this Agreement as an inducement to accept employment with the Company.

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NOW, THEREFORE, the parties hereto agree as follows:

1.Grant. The Company grants an aggregate of «shares» RSUs, which represent the Company’s unfunded and unsecured promise to issue shares of Common Stock, to the Participant, subject to the terms and conditions set forth in this Agreement. The RSUs shall not entitle the Participant to any rights of a shareholder of Common Stock and the Participant has no rights with respect to the Award other than rights as a general creditor of the Company.

2.Governing Plan. This Award is granted pursuant to the Plan, which is incorporated herein for all purposes. The Participant agrees to be bound by the terms and conditions of the Plan, which controls in case of any conflict with this Agreement, except as otherwise provided for in the Plan. No amendment of the Plan shall adversely affect this Award in any material way without the written consent of the Participant.

3.Restrictions on Transfer. The RSUs shall be restricted during a period (“Restriction Period”) beginning on the Grant Date and expiring on the applicable Settlement Date (as defined in Section 6 below). During the Restriction Period, neither this Agreement, the RSUs nor any rights and privileges granted hereby may be transferred, assigned, pledged or hypothecated in any way, whether by operation of the law or otherwise (any such disposition being referred to herein as a “Transfer”), except by will or the laws of descent and distribution. Without limiting the generality of the preceding sentence, no rights or privileges granted hereby may be Transferred during the Restriction Period to the spouse or former spouse of the Participant pursuant to any divorce proceedings, settlement or judgment, unless approved by the Committee. Any attempt to Transfer this Agreement, the RSUs or any other rights or privileges granted hereby contrary to the provisions hereof shall be null and void and of no force or effect, and the Company shall not recognize or give effect to any such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such RSUs.

4.Vesting and Forfeiture.

(a)Vesting. To the extent not previously forfeited, and except as provided in Section 4(b) below, the RSUs shall vest in three (3) equal, annual installments, beginning on the first anniversary of the Grant Date, if the Participant continues in Service through the applicable date (each date of vesting, a “Vesting Date”).

(b)Acceleration of Vesting. Notwithstanding the terms of Section 4(a) above, to the extent not previously vested or forfeited, the RSUs shall fully vest on the earliest to occur of the following (the date of which shall also be designated as a Vesting Date):

(i)the date of the Participant’s death or Disability, if the Participant dies or becomes Disabled while in Service; or

(ii)the date upon which vesting is accelerated in accordance with Section 11(b) or otherwise by the Committee in its discretion in accordance with the terms of the Plan.

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(c)Termination of Service. On the date of the Participant’s cessation of Service, any unvested portion of the RSUs held by the Participant that does not vest upon such cessation of Service in accordance with this Agreement shall be forfeited to the Company. If the Participant’s Service is terminated, or is deemed to be terminated, for Cause, any outstanding portion of the RSUs held by the Participant (vested or unvested) shall be forfeited to the Company on the date of such termination of Service. For purposes of the preceding sentence, a Participant’s Service shall be deemed terminated for Cause if the Participant resigns or is terminated and the Committee determines in good faith, either before, at the time of, or after such termination, that one or more of the events or actions described in the definition of Cause below existed as of the time of such termination.

(d)Certain Definitions.

(i)“Cause” means any of the following: (1) the Participant’s theft or falsification of any Company or Affiliate documents, records or property; (2) the Participant’s improper use or disclosure of the Company’s or an Affiliate’s confidential or proprietary information in breach of the Company’s Essential Standards of Conduct or an applicable contractual or other obligation, or using such information for personal gain including, without limitation, by trading in Company securities on the basis of material, non-public information; (3) fraud, misappropriation of or intentional material damage to the property or business of the Company or an Affiliate or other action by the Participant which has a material detrimental effect on the Company’s or an Affiliate’s reputation or business as determined by the Committee; (4) the Participant’s material failure or inability to perform any reasonable assigned and lawful duties after written notice from the Company or Affiliate of such failure or inability, and such failure or inability is not cured by the Participant within ten (10) business days; (5) the Participant’s conviction (including any plea of guilty or nolo contendere) of any felony or any criminal violation involving fraud, embezzlement, misappropriation, dishonesty, the misuse or misappropriation of money or other property or any other crime which has or would reasonably be expected to have an adverse effect on the business or reputation of the Company or an Affiliate or (6) a material breach by the Participant of the policies and procedures of the Company or an Affiliate, including, but not limited to, any breach of the Company’s Essential Standards of Conduct and the requirements of Section 15 below.

(ii)“Disabled” or “Disability” means that the Participant either:

(A)is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and, with respect to a Participant who is an Employee, is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan (e.g., a long term disability plan) covering Employees of the Company or Affiliate that employs the Participant; or

(B)is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

(iii)“Employer” means the Company or Affiliate by whom the Participant is employed, or to whom the Participant provides services.

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(iv)“Good Reason” means any action taken by the Employer which results in a material negative change to the Participant in the employment relationship, such as the duties to be performed, the conditions under which such duties are to be performed or the compensation to be received for performing such services. A termination by the Participant shall not constitute termination for Good Reason unless the Participant shall first have delivered to the Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than ninety (90) days after the occurrence of such event), and there shall have passed a reasonable time (not less than thirty (30) days) within which the Employer may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by the Participant and the Participant terminates within ninety (90) days following the expiration of the cure period.

(v)“Service” means the period during which the Participant is an Employee, Director or a Third Party Service Provider; provided, however, that the Participant will not be deemed to be in Service after the Company divests its control in the Affiliate for whom the Participant is exclusively in Service, or if the Company’s control of such Affiliate otherwise ceases.

5.Dividend Equivalents. If a cash dividend is declared and paid by the Company with respect to the Common Stock during the Restriction Period, the Participant shall be eligible to receive a cash payment equal to the total cash dividend the Participant would have received had the RSUs been actual shares of Common Stock, provided that the Participant vests in the RSUs for which the cash payment (or portion thereof) relates. Any such cash payment(s) shall be made on the Settlement Date(s) (as defined below) of the applicable RSUs, and they shall be subject to applicable tax withholding obligations as described in Section 8.

6.Conversion of RSUs; Issuance of Common Stock. Except as otherwise provided in Section 10, the Company shall cause one share of Common Stock to be issued, within the time period provided below, for each RSU that is vesting on the applicable Vesting Date.

Any issuance of Common Stock shall be subject to applicable tax withholding obligations as described in Section 8 and shall be in book-entry form, registered in the Participant’s name (or in the name of the Participant’s Representative, as the case may be), in payment of whole RSUs. Any fractional shares of Common Stock that would otherwise be issued to the Participant shall instead be paid in the form of cash. Except as otherwise provided in Section 10, in no event shall the date on which Common Stock is issued to the Participant (in each case, a “Settlement Date”) occur later than the first to occur of (a) March 15th following the calendar year in which the applicable Vesting Date occurred, or (b) 90 days following the applicable Vesting Date.

7.Fair Market Value of Common Stock. The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the applicable date, or if no prices are reported for that day, the last preceding day on which such prices are reported (or, if for any reason no such price is available, the Fair Market Value shall be determined by the Company in its sole discretion in accordance with the Plan).

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8.Withholding of Taxes. The Participant acknowledges that the vesting of the RSUs will result in the Participant being subject to payroll taxes upon the Vesting Date (if the Participant is an Employee or was an Employee on the Grant Date), except as otherwise determined by the Company and permitted by regulations issued under Section 3121(v)(2) of the Code, and that the issuance of Common Stock pursuant to Section 6 will result in the Participant being subject to income taxes upon the applicable Settlement Date. Upon a required withholding date, the Company will deduct from the shares of Common Stock that are otherwise due to be delivered to the Participant shares of Common Stock having a Fair Market Value not in excess of the tax withholding requirements based on the maximum statutory withholding rates for the Participant for federal, state and local tax purposes (including the Participant’s share of payroll or similar taxes) in the applicable jurisdiction, and the Participant shall remit to the Company in cash any and all applicable withholding taxes that exceed the amount available to the Company using shares with respect to which the Settlement Date has occurred.

9.Section 409A. The Company intends that the Award hereunder shall either be exempt from the application of, or compliant with, the requirements of Section 409A and this Award Agreement shall be interpreted and administered in accordance with such intent. In no event shall the Company and/or its Affiliates be liable for any tax, interest or penalties that may be imposed on the Participant (or the Participant’s estate) under Section 409A. For purposes of Section 409A, each settlement hereunder shall be considered a separate payment. Notwithstanding the foregoing, if the RSUs are considered “deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” for purposes of Section 409A, no distribution or payment of any amount that is due upon a “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses.

10.Shares to be Issued in Compliance with Federal Securities Laws and Exchange Rules. No shares issuable upon the vesting of the RSUs shall be issued and delivered unless and until there shall have been full compliance with all applicable requirements of the Securities Act of 1933, as amended (“Act”) (whether by registration or satisfaction of exemption conditions), all applicable listing requirements of the New York Stock Exchange (or such other exchange(s) or market(s) on which shares of the same class are then listed) and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery. The Company shall use its best efforts and take all necessary or appropriate actions to ensure that such full compliance on the part of the Company is made. By signing this Agreement, the Participant represents and warrants that none of the shares to be acquired in settlement of the RSUs will be acquired with a view towards any sale, transfer or distribution of said shares in violation of the Act, and the rules and regulations promulgated thereunder, or any applicable “blue sky” laws, and that the Participant hereby agrees to indemnify the Company in the event of any violation by the Participant of such Act, rules, regulations or laws. The Company will use its best efforts to complete all actions necessary for such compliance so that settlement can occur within the period specified in Section 6; provided that if the Company reasonably anticipates that settlement within such period will cause a violation of applicable law, settlement may be delayed provided that settlement occurs at the earliest date at which the Company reasonably anticipates that such settlement will not cause a violation of applicable law, all in accordance with Treas. Reg. § 1.409A-2(b)(7)(ii).

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11.Certain Adjustments; Change in Control.

(a)If, during the term of this Agreement, there shall be any equity restructurings (within the meaning of FASB Accounting Standards Codification® Topic 718) that causes the per share value of a share of Common Stock to change, such as a stock dividend, stock split, spin off, rights offering, or recapitalization through a large, nonrecurring cash dividend, and similar matters, the Committee shall make or cause to be made an equitable adjustment to the number and kind of RSUs subject to the Award. If, during the term of this Agreement, there shall be any other changes in corporate capitalization, the Committee shall make or cause to be made an appropriate and equitable substitution, adjustment or treatment with respect to the RSUs in a manner consistent with Sections 4.3 and 21.2 of the 2023 Plan. The Committee’s determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional RSUs shall be issued under the Plan on any such adjustment.

(b)In the event of a Change in Control as defined in Section 20.1 of the 2023 Plan, except as prohibited by applicable laws, rules, regulations or stock exchange requirements, if the Service of a Participant is terminated within the two (2)-year period following such Change in Control by the Company or an Affiliate for reasons other than Cause or by the Participant for Good Reason, any Restriction Period shall lapse and the RSUs shall immediately vest and be paid out or distributed without further restriction.

12.Participation by Participant in Other Company Plans. Nothing herein contained shall affect the right of the Participant to participate in and receive benefits under and in accordance with the then current provisions of any retirement plan or employee welfare benefit plan or program of the Company or of any Affiliate of the Company, subject in each case, to the terms and conditions of any such plan or program.

13.Not an Employment or Service Contract. Nothing herein contained shall be construed as an agreement by the Company or any of its Affiliates, expressed or implied, to employ or contract for the services of the Participant, to restrict the right of the Company or any of its Affiliates to discharge the Participant or cease contracting for the Participant’s services or to modify, extend or otherwise affect in any manner whatsoever, the terms of any employment agreement or contract for services which may exist between the Participant and the Company or any of its Affiliates.

14.Death of the Participant. In the event of the Participant’s death prior to the Settlement Date, delivery of shares of Common Stock pursuant to Section 6 shall be made to the duly appointed and qualified executor or other personal representative of the Participant, to be distributed in accordance with the Participant’s will or applicable intestacy law.

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15.Confidentiality, Non-Solicitation and Non-Disparagement. The Participant agrees that the Award to the Participant under the terms and conditions specified in this Agreement is conditioned upon the Participant’s compliance with the following confidentiality, non-solicitation and non-disparagement terms and conditions.

(a)Definitions. As used in this Section, the following terms have the meanings set forth below:

(i)“Confidential Information” means any and all confidential information, including without limitation any negotiations or agreements between the Company or its Affiliates and third parties, business and marketing plans and related materials, training materials, financial information, plans, executive summaries, capitalization tables, budgets, unpublished financial statements, costs, prices, licenses, employee, customer, supplier, shareholder, partner or investor lists and/or data, products, technology, know-how, business processes, business data, inventions, designs, patents, trademarks, copyrights, trade secrets, business models, notes, sketches, flow charts, formulas, blueprints and elements thereof, databases, compilations, and other intellectual property, whether written or otherwise. Some or all of the Confidential Information may also be entitled to protection as a “trade secret” under applicable state or federal law. Confidential Information does not include information that the Participant can prove was properly known to the Participant from sources permitted to disseminate the information prior to the Participant’s employment by, or provision of services to, the Employer, or that has become publicly known and made generally available through no wrongful act of the Participant.

(ii)“Customer” means any customer of the Company or an Affiliate with which/whom the Participant had material communications for which/whom the Participant performed any services, to which/whom the Participant sold any products, or about which/whom the Participant learned or had access to any Confidential Information, in each case during the twelve (12)-month period immediately preceding the Participant’s termination of employment from, or provision of services to, the Employer (whether by Participant or the Employer and whether for any or no reason).

(iii)“Enhanced Restricted Period” means the twenty-four (24)-month period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason).

(iv)“Restricted Employee” means any person who was employed by the Company or an Affiliate and had Material Contact pursuant to the Participant’s duties at any point during the period of twelve (12) months immediately preceding the Participant’s last day of employment with the Employer. For purposes of this Section, “Material Contact” means interaction between the Participant and another employee of the Employer or an Affiliate: (A) with whom the Participant actually dealt or interacted; or (B) whose employment or dealings with the Employer or services for the Employer were directly or indirectly handled, coordinated, managed, or supervised by the Participant.

(v)“Restricted Period” means the twelve (12)-month period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason).

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(b)Confidential Information.

(i)Protection of Confidential Information. At all times during the Participant’s employment with, or provision of services to, the Employer, and at all times thereafter, the Participant agrees to: (A) hold the Confidential Information in strictest confidence, and not to directly or indirectly copy, distribute, disclose, divert, or disseminate, in whole or in part, any of such Confidential Information to any person, firm, corporation, association or other entity except (x) to authorized agents of the Employer who have a need to know such Confidential Information for the purpose for which it is disclosed, or (y) to other persons for the benefit of the Employer, in the course and scope of the Participant’s employment with or service to the Employer; and (B) refrain from directly or indirectly using the Confidential Information other than as necessary and as authorized in the course and scope of the Participant’s employment with, or provision of services to, the Employer. In the event the Participant receives a subpoena or other validly issued administrative or judicial order demanding production or disclosure of Confidential Information, the Participant shall promptly notify the Employer and provide a copy of such subpoena or order and tender to the Employer the defense of any such demand. The Participant may, if necessary, disclose Confidential Information in judicial proceedings relating to the enforcement of the Participant’s rights or obligations under this Agreement; provided, however, that the Participant must first enter into an agreed protective order with the Employer protecting the confidentiality of the Confidential Information.

(ii)Notwithstanding the Participant’s confidentiality and non-disclosure obligations under this Agreement or otherwise, as provided in the Federal Defend Trade Secret Act, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or to the Participant’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. The Participant understands and acknowledges that nothing in this Agreement prohibits the Participant from confidentially or otherwise communicating with or reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice or the Securities and Exchange Commission, or making other disclosures or statements that are protected under the whistleblower, collective bargaining, anti-discrimination and/or anti-retaliation provisions of federal or state law or regulation. The Participant understands that the Participant does not need prior authorization of the Employer to make any such reports or disclosures, and that the Participant is not required to notify the Employer that the Participant has made such reports or disclosures.

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(c)Non-Solicitation.

(i)Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not, directly or indirectly, seek to recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i). Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(i) shall be replaced with those set forth in Appendix I of this Agreement.

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(ii)Non-Solicitation of Business. The Participant agrees and acknowledges that by virtue of the Participant’s employment with, or service to, the Employer, the Participant has developed or will develop relationships with and/or had or will have access to Confidential Information about Customers and agents, brokers and similar key business partners (“Key Business Partners”) and is, therefore, capable of significantly and adversely impacting existing relationships that the Company or an Affiliate has with them. The Participant further agrees and acknowledges that the Company and/or its Affiliates have invested in their and the Participant’s relationship with Customers and Key Business Partners and the goodwill that has been developed with them; therefore, the Company and/or its Affiliates have a legitimate business interest in protecting these relationships against solicitation and/or interference by the Participant for a reasonable period of time after the Participant’s employment with, or provision of services to, the Employer ends. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not, directly or indirectly initiate, contact or engage in any contact or communication, of any kind whatsoever, that has the purpose or effect of: (A) inviting, assisting, encouraging or requesting any Customer or Key Business Partner to (1) transfer the Participant’s business from the Company or an Affiliate to the Participant, the Participant’s subsequent employer or any other third party, or (2) otherwise diminish, divert, discontinue, or terminate Customer’s or Key Business Partner’s patronage and/or business relationship with the Company or an Affiliate; or (B) inviting, assisting, encouraging or requesting any Customer to purchase any products or services from the Participant, the Participant’s subsequent employer or any other third party that are or may be competitive with the products or services of the Company or an Affiliate, or use any products or services of the Participant, the Participant’s subsequent employer or of any other third party that are or may be competitive with the products or services of the Company or an Affiliate. In addition to the foregoing restrictions, the Participant agrees that, during the Participant’s employment with the Employer and during the Enhanced Restricted Period, the Participant shall not be personally involved in the negotiation, competition for, solicitation or execution of any individual book roll over(s) or other book of business transfer arrangements involving the transfer of business away from the Company or an Affiliate. Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(ii) shall be replaced with those set forth in Appendix I of this Agreement.

(d)Notification to New Employers. During the Restricted Period, the Participant shall notify any subsequent employer of the Participant’s obligations under this Section prior to commencing employment. In addition, during the Restricted Period, the Participant shall provide the Employer and his/her prior manager at the Employer fourteen (14) days’ advance written notice prior to becoming employed by, or retained to represent or provide services to, any person or entity or engaging in any business of any type or form, with such notice including the identity of the prospective employer or business, the specific division (if applicable) for which the Participant will be performing services, the title or position to be assumed by the Participant, the physical location of the position to be assumed by the Participant, and the responsibilities of the position to be assumed by the Participant. The Participant hereby authorizes the Company and/or any of its Affiliates, at their discretion, to contact the Participant’s prospective or subsequent employers and inform them of this Section or any other policy or employment agreement between the Participant and the Company and/or its Affiliates that may be in effect at the termination of the Participant’s employment with the Employer.

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(e)Non-Disparagement. During the term of Participant’s employment and for the two (2)-year period commencing on the day following the last day of the Participant’s employment with the Employer (whether by Participant or the Employer and whether for any or no reason), the Participant shall not make or intentionally cause or direct others to make any written or oral statement that disparages or otherwise are slanderous, libelous, or defamatory towards the Company or its Affiliates, or their respective business relations. Without in any way limiting the scope or effect of the preceding sentence, the Participant specifically agrees, represents and warrants that the Participant shall not directly or indirectly disparage the Company’s and/or its Affiliates’: (i) officers, management, business practices, policies, procedures and/or operations, (ii) employees or other personnel, employment or other personnel-related decisions, staffing, and/or hiring or termination decisions, practices or other personnel-related activities or occurrences, and/or any other employment-related decisions, actions or practices by or relating to the Company or the Affiliates, or (iii) any other policies, procedures or matters concerning or relating to the Company, including but not limited to the Company’s business, operations, employees, management, Customers, suppliers, activities, products, services or any other matter relating to the Company or its Affiliates; provided that this non-disparagement provision shall not prohibit any statement, reporting or other action this is permitted by subsection (b)(ii) of this Section. Moreover, unless permitted by applicable law, and subject to subsection (b)(ii) of this Section, the Participant shall not encourage or aid any person or entity in the pursuit of any cause of action, lawsuit or any other claim or dispute of any kind against the Company and/or its Affiliates.

(f)Consideration/Reasonableness of Restrictions.

(i)Consideration. The Participant agrees and acknowledges that the Participant has received valuable and adequate consideration in exchange for the restrictions in this Section, including but not limited to the Award to the Participant under the terms and conditions specified in this Agreement, offer of employment or continued employment with the Employer, training and continued training, access to the Confidential Information, and access to the Customers and Key Business Partners.

(ii)Reasonableness of Restrictions. The Participant understands and acknowledges the importance of the relationships which the Company and its Affiliates have with their Employees, Customers and Key Business Partners, as well as how significant the maintenance of the Confidential Information is to the business and success of the Company and its Affiliates, and acknowledges the steps the Company and its Affiliates have taken, are taking and will continue to take to develop, preserve and protect these relationships and the Confidential Information. Accordingly, the Participant agrees that the scope and duration of the restrictions and limitations described in this Section are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, and the Participant agrees and acknowledges that all restrictions and limitations relating to the period following the end of the Participant’s employment or service with the Employer will apply regardless of the reason the Participant’s employment or service ends. The Participant agrees and acknowledges that the enforcement of this Section will not in any way preclude the Participant from becoming gainfully employed or engaged as a contractor in such manner and to such extent as to provide the Participant with an adequate standard of living.

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(iii)Participant’s Notice to Consult An Attorney. The Company hereby advises the Participant to consult with an attorney (chosen by the Participant and at the Participant’s cost) prior to signing this Agreement, including with respect to the non-solicitation provisions and other restrictive covenants contained in this Section. The Participant hereby acknowledges receipt of this notice by the Company.

(iv)Review Period. The Participant has at least fourteen (14) calendar days to review this Agreement before agreeing to its terms (although the Participant may elect to voluntarily sign it before the end of this review period).

(v)Tolling. Notwithstanding anything herein to the contrary, if the Participant breaches any of the non-solicitation restrictions in Section 15(c), then the Restricted Period (or the Enhanced Restricted Period, if applicable) shall be tolled (retroactive to the date such breach commenced) until such breach or violation has been duly cured.

(vi)Modification. If any provision or term in this Section is declared invalid or unenforceable by a court of competent jurisdiction, the invalid and unenforceable portion shall be reformed to the maximum time, activity-related restrictions and/or limitations permitted by applicable law, so as to be valid and enforceable. If any such provision cannot be made valid and enforceable, it shall be severed from this Agreement without affecting the remainder of this Agreement.

(vii)Breach/Remedies. Notwithstanding anything to the contrary in this Agreement, the Participant agrees and acknowledges that the breach of this Section would cause substantial loss to the goodwill of the Company and/or its Affiliates, and cause irreparable harm for which there is no adequate remedy at law. Further, because the Participant’s employment with the Employer is personal and unique, because damages alone would not be an adequate remedy and because of the Participant’s access to the Confidential Information, the Company and/or its Affiliates shall have the right to enforce this Section, including any of its provisions, by injunction, specific performance, or other equitable relief, without having to post bond or prove actual damages, and without prejudice to any other rights and remedies that the Company and/or its Affiliates may have for a breach of this Section, including, without limitation, money damages. The Participant agrees and acknowledges that notwithstanding the arbitration provisions in this Agreement, the Company may elect to file and pursue claims which arise from or relate to the Participant’s actual or threatened breaches of this Section in state or federal court of competent jurisdiction. The Participant shall be liable to pay all costs, including reasonable attorneys’ and experts’ fees and expenses, that the Company and/or its Affiliates may incur in enforcing or defending this Section, whether or not litigation is actually commenced and including litigation of any appeal taken or defended by the Company and/or its Affiliates where the Company and/or its Affiliates succeed in enforcing any provision of this Section.

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(viii)Forfeiture and Repayment Provisions. Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement, the Participant agrees that during the Restricted Period (or the Enhanced Restricted Period, if/as applicable), if the Participant breaches any of the terms or conditions in this Section, then in addition to all rights and remedies available to the Company and/or its Affiliates at law and in equity, the Participant shall immediately forfeit any portion of the Award that has not otherwise been previously forfeited under the applicable terms of this Agreement and that has not yet been paid, exercised, settled, or vested. The Company and/or its Affiliates may also require repayment from the Participant of any and all of the compensatory value of the Award that the Participant received during the Restricted Period (or the Enhanced Restricted Period, as applicable), including without limitation the gross amount of any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, exercise, or settlement of the Award and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting, distribution, exercise or settlement of the Award. The Participant shall promptly pay the full amount due upon demand by the Company and/or its Affiliates, in the form of cash or shares of Common Stock at current Fair Market Value.

(ix)Waiver. The waiver of any breach of the terms of this Section shall not constitute the waiver of any other or further breach hereunder, whether or not of a like nature or kind. No waiver by the Company or any of its Affiliates of the breach of any term contained in a similar agreement between the Company and/or any of its Affiliates and any other employee or participant, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a waiver of the breach of any term of this Section. No waiver of any provision of this Section shall be valid unless in writing and signed by an authorized representative of the Company or one or more of its Affiliates.

(x)Interpretation. Any reference to “Section” or “subsection” in this Section 15 shall refer to this Section 15 or respective subsection.

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16.Arbitration. In lieu of litigation by way of court or jury trial, any dispute or controversy arising hereunder shall be settled by arbitration, in accordance with the arbitration agreement currently in effect by separate agreement between the Participant and the Company or any of its Affiliates and which is incorporated herein by reference. In the event that such arbitration agreement is determined to be inapplicable or unenforceable or if no such arbitration agreement is then in effect, the parties mutually agree to arbitrate any dispute arising out of or related to this Agreement pursuant to the terms of this paragraph. The parties agree that this Agreement provides sufficient consideration for that obligation and the mutual promises to arbitrate also constitutes consideration for this agreement to arbitrate. The following terms and conditions shall apply to such arbitration hereunder. The arbitration shall be conducted before a single arbitrator in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA Rules”) then in effect, and shall be governed by the Federal Arbitration Act. Judgment may be entered on the award of the arbitrator in any court having jurisdiction. Unless provided otherwise in the arbitrator’s award, each party will pay its own attorneys’ fees and costs. To the extent required by law or the AAA Rules, all administrative costs of arbitration (including filing fees) and the fees of the arbitrator will be paid by the Company. The Participant and the Company waive the right for any dispute to be brought, heard, decided, or arbitrated as a class and/or collective action (or joinder or consolidation with claims of any other person), and the parties agree that, regardless of anything else in this arbitration provision or the AAA Rules, the interpretation, applicability, enforceability or formation of the class action waiver in this provision may only be determined by a court and not an arbitrator. Regardless of anything else in this Agreement, this arbitration provision may not be modified or terminated absent a writing signed by the Participant and the Company stating an intent to modify or terminate the arbitration provision.

17.Governing Law. Except as otherwise provided in the foregoing Section or an Appendix to this Agreement, this Agreement and any disputes hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without application of its conflicts of laws principles.

18.Miscellaneous. This Agreement, together with the Plan and the 2023 Plan, is the entire agreement of the parties with respect to the RSUs granted hereby and may not be amended except in a writing signed by both the Company and the Participant or his or her Representative. If any provision of this Agreement is deemed invalid, it shall be modified to the extent possible and minimally necessary to be enforceable, and, in any event, the remainder of this Agreement will be in full force and effect.

19.Forfeiture and Clawback of Award. Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement and as a condition to the receipt of this Award, the rights, payments and benefits with respect to this Award and any shares acquired pursuant to the vesting of this Award are subject to reduction, cancellation, forfeiture, or recoupment by the Company if and to the extent permitted by Section 15.3 of the 2023 Plan, pursuant to any clawback or recoupment policy in effect as of the Grant Date or any clawback or recoupment policy that the Company may adopt from time to time to comply with applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing rules, and regulations (“Forfeiture and Clawback Policy”). Any determination made and action taken under the Forfeiture and Clawback Policy shall be final, binding and conclusive.

ADDITIONAL PROVISIONS APPLICABLE ONLY TO EXECUTIVE OFFICERS OF THE COMPANY:

20.Stock Holding Period. The Participant agrees to hold the shares of Common Stock acquired upon the conversion of the RSUs for a minimum of 12 months following the applicable Settlement Date. This holding period shall not apply to shares of Common Stock withheld by the Company to settle tax liabilities related to vesting and/or settlement, and as otherwise may be provided under the Company’s Stock Ownership Policy.

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Appendix I (Employees Whose Primary Residences are Located in California)

If the Participant’s primary residence is located in the State of California:

1. Sections 15(c)(i) and (c)(ii) of the foregoing Agreement shall be replaced with the following:

15(c)(i) Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfere. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i).

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15(c)(ii) Non-Solicitation of Business. The Participant agrees and acknowledges that by virtue of the Participant’s employment with, or service to, the Employer, the Participant has developed or will develop relationships with and/or had or will have access to Confidential Information about Customers and agents, brokers and similar key business partners (“Key Business Partners”) and is, therefore, capable of significantly and adversely impacting existing relationships that the Company or an Affiliate has with them. The Participant further agrees and acknowledges that the Company and/or its Affiliates have invested in its and the Participant’s relationship with Customers and Key Business Partners and the goodwill that has been developed with them; therefore, the Company and/or its Affiliates have a legitimate business interest in protecting these relationships against solicitation and/or interference by the Participant for a reasonable period of time after the Participant’s employment with, or provision of services to, the Employer ends. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly initiate, contact or engage in any contact or communication, of any kind whatsoever, that has the purpose or effect of: (A) inviting, assisting, encouraging or requesting any Customer or Key Business Partner to (1) transfer the Participant’s business from the Company or an Affiliate to the Participant, the Participant’s subsequent employer or any other third party, or (2) otherwise diminish, divert, discontinue or terminate Customer’s patronage and/or business relationship with the Company or an Affiliate; or (B) inviting, assisting, encouraging or requesting any Customer to purchase any products or services from the Participant, the Participant’s subsequent employer or any other third party that are or may be competitive with the products or services of the Company or an Affiliate, or use any products or services of the Participant, the Participant’s subsequent employer or of any other third party that are or may be competitive with the products or services of the Company or an Affiliate.

2. Any claims relating to Section 15 of the Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

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## EX-10.8

SEC source: [kmpr20266302026ex108.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex108.htm)

KEMPER CORPORATION  
EXECUTIVE SEVERANCE PLAN

(Effective June 1, 2026)

In order to encourage the retention of key management employees and at the direction of the Human Resources and Compensation Committee of the Board of Directors (the “Committee”) of Kemper Corporation, a Delaware corporation (the “Company”), the Company has adopted this Executive Severance Plan (as it may be amended pursuant to the terms hereof, this “Plan”). This Plan was initially adopted, effective June 1, 2026.

SECTION 1.Definitions. For purposes of this Plan, the following terms shall have the meanings set forth below:

(a)“Accrued Rights” shall have the meaning set forth in Section 3(a).

(b)“Affiliate(s)” shall mean any person or entity controlled directly or indirectly by the Company, whether by equity ownership, contract or otherwise and shall include direct or indirect subsidiaries of the Company and mutual companies the management of which is controlled by the Company and its subsidiaries.

(c)“Annual Base Salary” shall mean, with respect to any Participant, such Participant’s annual rate of base salary in effect immediately prior to such Participant’s Termination Date (or, in the event of a Good Reason Termination, the annual rate of base salary in effect immediately prior to the event giving rise to the Good Reason Termination if such annual base salary is higher than the annual base salary in effect immediately prior to such Participant’s Termination Date).

(d)“Cause” shall mean, with respect to any Participant, the occurrence of any one of the following:

(i) the Participant’s theft or falsification of any Company or Affiliate documents, records or property;

(ii)the Participant’s improper use or disclosure of the Company’s or an Affiliate’s confidential or proprietary information in breach of the Company’s Essential Standards of Conduct or an applicable contractual or other obligation, or using such information for personal gain including, without limitation, by trading in Company securities on the basis of material, non-public information;

(iii)fraud, misappropriation of or intentional material damage to the property or business of the Company or an Affiliate or other action by the Participant which has a material detrimental effect on the Company’s or an Affiliate’s reputation or business as determined by the Committee;

(iv)the Participant’s material and willful failure or inability to perform any reasonable assigned and lawful duties after written notice from the Company or Affiliate of such failure or inability, and such failure or inability is not cured by the Participant within ten (10) business days (for the avoidance of doubt, this clause (iv) shall not apply to isolated failures by the Participant to perform his or her duties);

(v)the Participant’s conviction (including any plea of guilty or nolo contendere) of any felony or any criminal violation involving fraud, embezzlement, misappropriation, dishonesty, the misuse or misappropriation of money or other property or any other crime which has or would reasonably be expected to have an adverse effect on the business or reputation of the Company or an Affiliate;

(vi)a material breach by the Participant of the policies and procedures of the Company or an Affiliate, including, but not limited to, any breach of the Company’s Essential Standards of Conduct; or

(vii)the Participant’s material breach of any restrictive covenant agreement between the Participant and the Company or any of its Affiliates, including any restrictive covenants set forth in any compensatory agreement between the Participant and the Company or any of its Affiliates.

(e)“Claimant” shall have the meaning set forth in Section 4(c).

(f)“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, or any successor statute thereto.

(g)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

(h)“Disability” shall mean, with respect to any Participant, a physical or mental condition that: (i) is of a type that would entitle a participant in the Company’s or an applicable Affiliate’s long-term disability plan (as in effect from time to time) to receive benefits under such plan, whether or not such Participant is actually enrolled in such plan; or (ii) in the absence of any such plan, would cause such Participant to be unable to substantially perform his or her duties as an employee, as determined in the sole discretion of the Company.

(i)“Effective Date” shall have the meaning set forth in Section 3(d).

(j)“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute thereto.

(k)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

(l)“Good Reason Termination” shall mean: (i) a material reduction in the compensation and benefit plans and arrangements, taken as a whole, provided to Participant; provided that any reduction resulting from the operation of the performance metrics associated with any of the Company’s then-current compensation programs shall not constitute “Good Reason;” (ii) a material reduction in Participant’s job authority and responsibilities taken as a whole; provided, however, that changes in duties, reporting relationships, business unit, title, or direct reports in connection with a restructuring, reorganization, or other legitimate business action shall not constitute Good Reason so long as Participant retains substantially comparable status, level, and compensation with the Company; or (iii) in the case of the Company’s chief executive officer, any requirement that such individual report to any person or body other than the Board. A termination by the Participant shall not constitute a Good Reason Termination unless the Participant shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than ninety (90) days after the occurrence of such event), the Company has failed to take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by the Participant and the Participant terminates employment within ninety (90) days following the expiration of the cure period.

(m)“Involuntary Termination” shall mean any termination of a Participant’s employment with the Company and its Affiliates which does not result from such Participant’s (i) resignation, (ii) death, (iii) Cause, or (iv) Disability.

(n)“Notice of Termination” shall mean a notice (delivered in writing (including by electronic mail)) which shall indicate the specific termination provision in this Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of a Participant’s employment under the provision so indicated.

(o)“Participant” shall have the meaning set forth in Section 2.

(p)“Payments” shall have the meaning set forth in Section 3(c).

(q)“Plan Administrator” shall mean (i) the Committee with respect to any Participant who is subject to Section 16 of the Exchange Act and (ii) the Company’s Chief Human Resources Officer or such other person as may be designated by the Committee from time to time with respect to any Participant who is not subject to Section 16 of the Exchange Act. With respect to any reference in this Plan to an action to be taken by the Committee, such action may be taken by the Plan Administrator designated in clause (ii) with respect to any Participant who is not subject to Section 16 of the Exchange Act.

(r)“Severance Benefits” shall have the meaning set forth in Section 3(b).

(s)“Severance Multiple” shall mean, with respect to any Participant, the number of months in such Participant’s Severance Period.

(t)“Severance Period” shall mean, with respect to any Participant, the period set forth on Exhibit A attached hereto that corresponds to such Participant’s title.

(u)“Termination Date” shall mean, with respect to any Participant, the effective date of such Participant’s termination of employment with the Company and its Affiliates.

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(v)“Termination Payment” shall mean an amount equal to the Participant’s Severance Multiple times the sum of Participant’s Annual Base Salary plus the Participant’s target incentive opportunity under the Company’s short-term incentive plan for the year of termination, divided by twelve.

SECTION 2.Eligibility. Participants in this Plan (“Participants”) are those individuals who (i) are classified as employees of the Company or its Affiliates, and (ii) are elected or appointed to the position of Chief Executive Officer or Executive Vice President of the Company as of or following the Effective Date, or who are selected as Participants in this Plan by the Committee. The Company may assign or appoint the Participant’s employment to any Affiliate of the Company and such assignment or appointment shall not constitute a termination under this Plan, provided that, upon any such assignment or appointment, the Participant shall remain eligible for participation under this Plan.

SECTION 3.Compensation, Benefits and Effect of Termination of Employment.

(a)Effect of Termination of Employment on Compensation and Accrued Rights. Upon termination of a Participant’s employment with the Company and its Affiliates for any reason, all compensation and all benefits to the Participant shall terminate, provided that the Company shall pay the Participant: (i) the earned but unpaid portion of the Participant’s Annual Base Salary through the Termination Date; and (ii) any unpaid expense or other reimbursements due to the Participant (collectively, the “Accrued Rights”).

(b)Involuntary Termination or Good Reason Termination. Subject to Sections 3(d) and 5, upon a Participant’s termination of employment with the Company and its Affiliates which constitutes an Involuntary Termination or Good Reason Termination, in addition to the Accrued Rights, the Company shall also provide the Participant the following payments and benefits set forth in this Section 3(b) (collectively, the “Severance Benefits”):

(i)the Termination Payment, payable in a cash lump sum within 30 days following the Effective Date;

(ii)to the extent not paid as of the Termination Date, a cash payment equal to Participant’s annual bonus under the Company’s short-term incentive plan for the year ending immediately prior to the Termination Date, calculated based on actual performance with respect to the Company’s financial performance metrics and target performance with respect to any individual performance metrics, payable in a cash lump sum within 30 days following the Effective Date;

(iii)a pro-rata payout calculated based on the Participant’s target incentive opportunity under the Company’s short-term incentive plan for the year of termination and multiplied by a fraction, the numerator of which is the number of whole months during the relevant bonus year in which the Participant was employed for at least one day and the denominator of which is 12, payable in a cash lump sum within 30 days following the Effective Date;

(iv)if the Participant was participating in the Company’s or an Affiliate’s group health plan immediately prior to the Termination Date and elects COBRA health continuation, the Company will provide a cash lump sum payment to the Participant, payable within 30 days following the Effective Date, an amount equal to the employer portion of the monthly insurance premiums for such benefits paid by the Company on behalf of similarly situated active executives and any associated COBRA administrative fee, in each case, through the expiration of the Severance Period, and calculated based on the monthly insurance premiums and COBRA administrative fee as of the Termination Date; and

(v)outplacement services provided by an agency selected by the Company at the Company’s cost and commencing on the Effective Date and continuing for a period of six (6) months thereafter.

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Notwithstanding any provisions in this Agreement to the contrary, the Plan Administrator may, in its sole and absolute discretion, in the event of the Participant’s material breach of a material obligation of the Participant to the Company or an Affiliate pursuant to the general release and waiver described in Section 3(d) (including the restrictive covenants contained therein) or any award or agreement between the Participant and the Company or any of its Affiliates: (A) terminate the right of such Participant to receive the Severance Benefits, to the extent not yet paid, and/or (B) seek the recoupment of any Severance Benefits paid to such Participant, including through exercise rights of set-off, forfeiture or cancellation, to the full extent permitted by law, with respect to any other awards, benefits or payments otherwise due the Participant from the Company or any of its Affiliates, to the extent the Plan Administrator in its sole discretion deems appropriate after considering the relevant facts and circumstances. Any termination and/or recoupment of a Participant’s benefits under this Plan shall be in addition and without prejudice to any other remedies that the Company or any of its Affiliates may elect to assert.

(c)Section 280G. Notwithstanding anything to the contrary in this Plan, by participating in this Plan, each Participant expressly agrees that if the payments and benefits provided for in this Plan or any other payments and benefits which such Participant has the right to receive from the Company and any of its Affiliates (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the Payments shall be either (a) reduced (but not below zero) so that the present value of the Payments will be one dollar ($1.00) less than three times the Participant’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments received by the Participant shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the Participant. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject to Section 409A of the Code in the reverse order in which such Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the Payments is necessary shall be made by the Plan Administrator in good faith. If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from the Company (or its Affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times the Participant’s base amount, then the Participant shall immediately repay such excess to the Company.

(d)Payment Obligations Absolute; Release of Claims. Subject to the provisions in Sections 3(b), 6(a) and 7(m), the obligations of the Company and its Affiliates under this Section 3 (other than clause (iii) of Section 3(b)) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set off, counterclaim, recoupment, defense or other right which the Company or its Affiliates may have against a Participant or anyone else; provided that the obligations of the Company and its Affiliates under this Section 3 (except upon such Participant’s death) shall be subject to such Participant’s execution and non-revocation, within the time period set forth therein (but not to exceed 52 days following the Termination Date), of a customary general release and waiver in a form provided by the Company, which shall include, to the maximum extent permitted by applicable law, restrictive covenants in favor of the Company (including, without limitation, restrictive covenants relating to non-competition, non-solicitation, non-disparagement and confidentiality) and which has become irrevocable. The date upon which the general release and waiver shall become irrevocable is the “Effective Date” for purposes of this Agreement. All amounts payable by the Company shall be paid without notice or demand. A Participant shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Section 3, and, except with respect to the reimbursements for COBRA coverage as specified in Section 3(b)(iii), the obtaining of any such other employment (or the engagement in any endeavor as an independent contractor, sole proprietor, partner, or joint venturer) shall in no event effect any reduction of the obligations of the Company and its Affiliates under this Section 3.

SECTION 4.Administration of Plan; Claims Procedure.

(a)General. Except as specifically provided herein, the Plan shall be administered by the Plan Administrator. The Plan Administrator may delegate any administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of severance benefits, to designated individuals or committees. The Plan Administrator shall be the “administrator” and a “named fiduciary” under the Plan for purposes of ERISA.

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(b)Interpretations and Variations. The Plan Administrator shall have the duty and authority to interpret and construe, in its sole discretion, the terms of the Plan in regard to all questions of eligibility, the status and rights of Participants, and the manner, time and amount of any payment under the Plan. The Plan Administrator or its representative shall decide any issues arising under this Plan, and the decision of the Plan Administrator shall be binding and conclusive on the Participants, the Company. Any variations from the Plan may be made only by the Plan Administrator in its sole discretion.

(c)Filing a Claim. It is not normally necessary to file a claim in order to receive benefits under this Plan; however, if a Participant (the “Claimant”) feels he or she has been improperly denied severance benefits, any claim for payment of severance benefits shall be signed, dated and submitted to the Corporate Secretary’s Office, as set forth in Section 7(a). The Plan Administrator shall then evaluate the claim and notify the Claimant of the approval or disapproval in accordance with the provisions of this Plan not later than 90 days after the Company’s receipt of such claim unless special circumstances require an extension of time for processing the claims. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90 day period which shall specify the special circumstances requiring an extension and the date by which a final decision will be reached (which date shall not be later than 180 days after the date on which the claim was filed). If the Claimant does not provide all the necessary information for the Plan Administrator to process the claim, the Plan Administrator may request additional information and set deadlines for the Claimant to provide that information.

(d)Notice of Initial Determination. The Claimant shall be given a written notice in which the Claimant shall be advised as to whether the claim is granted or denied, in whole or in part. If a claim is denied, in whole or in part, the Claimant shall be given written notice which shall contain (i) the specific reasons for the denial, (ii) specific references to pertinent Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary and (iv) an explanation of this Plan’s appeal procedures, which shall also include a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim upon review.

(e)Right to Appeal. If a claim for payment of severance benefits made in accordance with the procedures specified in this Plan is denied, in whole or in part, the Claimant shall have the right to request that the Plan Administrator review the denial, provided that the Claimant files a written request for review with the Plan Administrator within 60 days after the date on which the Claimant received written notification of the denial. The Claimant may review or receive copies, upon request and free of charge, any documents, records or other information “relevant” (within the meaning of Department of Labor Regulation 2560.503-1(m)(8)) to the Claimant’s claim. The Claimant may also submit written comments, documents, records and other information relating to his or her claim.

(f)Review of Appeal. In deciding a Claimant’s appeal, the Plan Administrator shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. If the Claimant does not provide all the necessary information for the Plan Administrator to decide the appeal, the Plan Administrator may request additional information and set deadlines for the Claimant to provide that information. Within 60 days after a request for review is received, the review shall be made and the Claimant shall be advised in writing of the decision on review, unless special circumstances require an extension of time for processing the review, in which case the Claimant shall be given a written notification within such initial 60 day period specifying the reasons for the extension and when such review shall be completed (provided that such review shall be completed within 120 days after the date on which the request for review was filed).

(g)Notice of Appeal Determination. The decision on review shall be forwarded to the Claimant in writing and, in the case of a denial, shall include (i) specific reasons for the decision, (ii) specific references to the pertinent Plan provisions upon which the decision is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the Claimant’s claim and (iv) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a wholly or partially denied claim for benefits. The Plan Administrator’s decision on review shall be final and binding on all persons for all purposes. If a Claimant shall fail to file a request for review in accordance with the procedures herein outlined, such Claimant shall have no right to review and shall have no right to bring an action in any court, and the denial of the claim shall become final and binding on all persons for all purposes. Any notice and decisions by the Plan Administrator under this Section 4 may be furnished electronically in accordance with Department of Labor Regulation 2520.104b-1(c) (i), (iii) and (iv).

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(h)Arbitration. Upon a Claimant’s exhaustion of the provisions set forth above, any Claimant with a continuing dispute arising out of or relating to this Plan or the adoption, breach, termination or validity thereof, will be settled by binding arbitration by a panel of three arbitrators in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration proceedings will be located in Chicago, Illinois. The arbitrators are not empowered to award damages in excess of compensatory damages and no party shall be entitled to any damages in excess of compensatory damages. Judgment upon any arbitration award may be entered into any court having jurisdiction thereof and the parties’ consent to the jurisdiction of any court of competent jurisdiction located in the State of Illinois. BY PARTICIPATING IN THIS PLAN, PARTICIPANT WAIVES ANY RIGHT THAT PARTICIPANT MAY HAVE TO A JURY TRIAL OR, EXCEPT AS EXPRESSLY PROVIDED HEREIN, A COURT TRIAL OF ANY CLAIM ALLEGED BY PARTICIPANT.

SECTION 5.Section 409A Compliance; Changes in Law.

(a)It is the intention of the Company that the provisions of this Plan comply with Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with Section 409A of the Code. The Company shall administer and operate this Plan in compliance with Section 409A of the Code and any rules, regulations or other guidance promulgated thereunder as in effect from time to time and in the event that the Company determines that any provision of this Plan does not comply with Section 409A of the Code or any such rules, regulations or guidance and that as a result any Participant may become subject to a Section 409A tax, notwithstanding Section 7(m), the Company shall have the discretion to amend or modify such provision to avoid the application of such Section 409A tax, and in no event shall any Participant’s consent be required for such amendment or modification. Notwithstanding any provision of this Plan to the contrary, each Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with amounts payable pursuant to this Plan (including any taxes arising under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold such Participant harmless from any or all of such taxes.

(b)In the event that the Company determines that any provision of this Plan violates, or would result in any material liability (other than liabilities for Severance Benefits) to the Company under, any law, regulation, rule or similar authority of any governmental agency (other than Section 409A of the Code), the Company shall be entitled, notwithstanding Section 7(m), to amend or modify such provision as the Company determines in its discretion to be necessary or desirable to avoid such violation or liability, and in no event shall any Participant’s consent be required for such amendment or modification.

(c)The payments under this Plan are designated as separate payments for purposes of the short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4), the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii), and the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). As a result, (A) payments that are made on or before the 15th day of the third month of the calendar year following the year that includes the Participant’s Termination Date, (B) any additional payments that are made on or before the last day of the second calendar year following the year of the Participant’s Termination Date and do not exceed the lesser of two times the Participant’s annual rate of pay in the year prior to his or her termination or two times the limit under Code Section 401(a)(17) then in effect, and (C) continued medical expense reimbursements during the applicable COBRA period, are exempt from the requirements of Code Section 409A.

(d)To the extent any amounts under this Plan are payable by reference to a Participant’s “termination of employment,” such term and similar terms shall be deemed to refer to such Participant’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Plan, to the extent any payments hereunder constitute “nonqualified deferred compensation,” within the meaning of Section 409A of the Code, and the Participant is a specified employee, within the meaning of Treasury Regulation Section 1.409A-1(i), as determined by the Company in accordance with any method permitted under Code Section 409A, as of the date of the Participant’s separation from service, each such payment that is payable upon such Participant’s separation from service and would have been paid prior to the six-month anniversary of such Participant’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following the Participant’s separation from service or (ii) the date of the Participant’s death (which date is the “Section 409A Payment Date”). This paragraph shall not apply to any payment or benefit otherwise described in the preceding sentence if another provision of this Plan or any other plan or program of the Company or any of its Affiliates is intended to cause such Participant’s receipt of such payment or benefit to satisfy the requirements of Section 409A(a)(2)(B)(i) of the Code.

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(e)Notwithstanding any other provision in this Plan, to the extent any payments hereunder constitute “nonqualified deferred compensation,” within the meaning of Section 409A of the Code, and the period to consider and not revoke a release spans two taxable years, then the payments hereunder shall be made in the later of the two taxable years to the extent necessary to comply with Section 409A of the Code. In addition, any payments that are payable based on the Effective Date shall in all instances be paid (or commence to be paid or provided, if applicable) within 74 days following the Participant’s separation from service, and if the Effective Date does not occur during such 74 day period, the payments hereunder shall be forfeited.

(f)Any reimbursements payable to a Participant pursuant to this Plan or otherwise shall be paid to such Participant in no event later than the last day of the calendar year following the calendar year in which such Participant incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Plan shall not be subject to liquidation or exchange for any other benefit. Any tax gross-up payment payable to a Participant, whether under this Plan or otherwise, shall be paid to the Participant or to the applicable taxing authorities on the Participant’s behalf as soon as practicable after the related taxes are due, but in any event not later than the last day of the calendar year following the calendar year in which the related taxes are remitted to the taxing authorities.

(g)If the amounts paid under this Plan are viewed as a substitute for other severance payments and benefits that constitute nonqualified deferred compensation under Section 409A of the Code, then such other agreement governing the other severance payments and benefits shall control the timing and form of payment of the benefits provided under this Plan to the extent required to comply with Section 409A of the Code.

SECTION 6.Offset; No Mitigation.

(a)To the extent permitted by Section 409A of the Code, the amount of a Participant’s Termination Payment shall be reduced to the extent necessary to defray (i) unused expense account balances, (ii) overpayment of salary, awards or bonuses, or (iii) advances or loans.

(b)In no event shall any Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan and, except as specifically provided in Section 3(b)(iv), such amounts shall not be reduced whether or not the Participant obtains other employment.

SECTION 7.Miscellaneous.

(a)Notice of Termination. Any purported termination of a Participant’s employment (other than by reason of death or by the Participant in a Good Reason Termination) shall be communicated by a Notice of Termination from the Company to such Participant or by such Participant to the Company in accordance with this Section 7(a). For purposes of this Plan, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given upon delivery when personally delivered or sent by a recognized overnight courier service in writing, addressed to the respective addresses last given by each party to the other, provided that all notices to the Company shall be directed to the Company’s corporate headquarters to the attention of the General Counsel of the Company. No objection to the method of delivery may be made if the written notice or other communication is actually received.

(b)GOVERNING LAW. THIS PLAN SHALL BE DEEMED TO BE MADE IN THE STATE OF ILLINOIS, AND, TO THE EXTENT NOT PREEMPTED BY ERISA OR OTHER FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS PLAN IN ALL RESPECTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW. By participating in this Plan, each Participant and the Company hereby irrevocably consent to, and agree not to object or assert any defense or challenge to, the jurisdiction and venue of the state and federal courts located in Chicago, Illinois, and agree that any claim which, subject to Section 4 above, may be brought in a court of law or equity may be brought in any such Chicago, Illinois court.

(c)No Waiver. No failure by the Company or a Participant at any time to give notice of any breach by the Company or a Participant, or to require compliance with, any condition or provision of this Plan shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7

(d)Protected Rights. Notwithstanding anything herein to the contrary, as provided in the Federal Defend Trade Secret Act, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or to the Participant’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. The Participant understands and acknowledges that nothing in this Plan prohibits the Participant from confidentially or otherwise communicating with or reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice or the U.S. Securities and Exchange Commission, or making other disclosures or statements that are protected under the whistleblower, collective bargaining, anti-discrimination and/or anti-retaliation provisions of federal or state law or regulation. The Participant understands that the Participant does not need prior authorization of the Company to make any such reports or disclosures, and that the Participant is not required to notify the Company that the Participant has made such reports or disclosures.

(e)Severability. If a court of competent jurisdiction determines that any provision of this Plan is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Plan, and all other provisions shall remain in full force and effect.

(f)Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant to this Plan all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect to the Company’s employees generally.

(g)Headings. The paragraph headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

(h)Interpretations. For purposes of this Plan, the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation but rather shall be deemed to be followed by the words “without limitation”. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.

(i)Successors. This Plan shall be binding upon and inure to the benefit of the Company and any successor of the Company, including without limitation any person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the Company by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Participants’ rights, benefits and obligations under this Plan are personal and shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether by operation of law or otherwise, without the prior written consent of the Company.

(j)Other Agreement. Except as provided in any awards under stock incentive plans or programs, long term incentive programs, annual incentive program, or similar plans or programs of the Company, this Plan sets forth the entire agreement of the Company with regard to the subject matter hereof. For the avoidance of doubt, the Participant shall not be entitled to participate in the Company’s general severance policy or any other severance plan or policy maintained by the Company or any of its Affiliates.

(k)Deemed Resignations. Any termination of a Participant’s employment shall constitute an automatic resignation of such Participant as an officer of the Company and each Affiliate of the Company, an automatic resignation from the board of directors, if applicable, of the Company and each Affiliate of the Company and from the board of directors or similar governing body of any corporation, limited liability company or other entity in which the Company or any Affiliate holds an equity interest and with respect to which board or similar governing body such Participant serves as the Company’s or such Affiliate’s designee or other representative.

(l)No Guarantee of Employment. This Plan shall not be construed as creating any contract of employment between the Company and its Affiliates, on the one hand, and any Participant, on the other hand, nor shall this Plan be construed as restricting in any way the rights of the Company or any of its Affiliates to terminate the employment of any Participant at any time and for any reason subject, however, to any rights of a Participant under this Plan.

8

(m)Amendment and Termination of this Plan. The Company may amend, modify or terminate this Plan at any time; provided, however, that (i) except as specifically provided in Section 5, no amendment that is materially adverse to any Participant will be effective without such Participant’s written consent until one year after its adoption, (ii) termination of the Plan will not be effective until the first anniversary of the date of the relevant corporate action authorizing the Plan’s termination and (iii) no such amendment, modification or termination shall affect the right to any unpaid Severance Benefits of any Participant whose Termination Date has occurred prior to such amendment, modification or termination of this Plan. The failure of the Company or a Participant to insist upon strict adherence to any term of this Plan on any occasion shall not be considered as a waiver of the rights of the Company or such Participant or deprive the Company or such Participant of the right thereafter to insist upon strict adherence to that term or any other term of this Plan. No failure or delay by the Company or any Participant in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

(n)Clawback. A Participant’s rights with respect to any benefit hereunder shall in all events be subject to (a) any right that the Company and/or its Affiliates may have under any Company and/or Affiliate recoupment policy applicable to a Participant or any other agreement or arrangement with a Participant, including, but not limited to, the Company’s Policy on Recoupment of Incentive Compensation attached hereto as Exhibit B and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission and any applicable listing exchange.

SECTION 8.Survival. The provisions of this Plan, including Sections 3, 4, 5, 6, 7 and 8 shall survive and remain binding and enforceable, notwithstanding the expiration or termination of this Plan, the termination of a Participant’s employment with the Company or any of its Affiliates for any reason or any settlement of the financial rights and obligations arising from such Participant’s participation hereunder, to the extent necessary to preserve the intended benefits of such provisions.

* * * * * *

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IN WITNESS WHEREOF, the Company has caused this Executive Severance Plan to be executed on its behalf, to be effective as of June 1, 2026.

KEMPER CORPORATION

10

EXHIBIT A

Severance Period

Title Severance Period

Chief Executive Officer Twenty-four (24) months

Executive Vice President Eighteen (18) months

A-1

EXHIBIT B

Kemper Corporation Policy on Recoupment of Incentive Compensation

B-1

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## EX-31.1

SEC source: [kmpr20266302026ex311.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex311.htm)

Exhibit 31.1

CERTIFICATIONS

I, Stephen J. McAnena, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Kemper Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2026

/s/ STEPHEN J. MCANENA

Stephen J. McAnena

President and Chief Executive Officer

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## EX-31.2

SEC source: [kmpr20266302026ex312.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex312.htm)

Exhibit 31.2

CERTIFICATIONS

I, Bradley T. Camden, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Kemper Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2026

/s/ BRADLEY T. CAMDEN

Bradley T. Camden

Executive Vice President and Chief Financial Officer

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## EX-32.1

SEC source: [kmpr20266302026ex321.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex321.htm)

Exhibit 32.1

Certification of CEO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Kemper Corporation (the “Company”) for the quarterly period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Stephen J. McAnena, as President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ STEPHEN J. MCANENA

Name: Stephen J. McAnena

Title: President and Chief Executive Officer

Date: August 5, 2026

---

## EX-32.2

SEC source: [kmpr20266302026ex322.htm](https://www.sec.gov/Archives/edgar/data/860748/000086074826000084/kmpr20266302026ex322.htm)

Exhibit 32.2

Certification of CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Kemper Corporation (the “Company”) for the quarterly period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Bradley T. Camden, as Executive Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ BRADLEY T. CAMDEN

Name: Bradley T. Camden

Title: Executive Vice President and Chief Financial Officer

Date: August 5, 2026