09/15/2026 | Press release | Distributed by Public on 09/15/2026 14:50
Item 8.01. Other Events.
As previously announced, on July 23, 2026, Safety Insurance Group, Inc., a Delaware corporation ("Safety"), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the "Merger Agreement") with MAPFRE U.S.A. Corp., a Massachusetts corporation ("Mapfre"), and Splash Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Mapfre ("Merger Subsidiary"), pursuant to which Merger Subsidiary will be merged with and into Safety (the "Merger"), with Safety surviving the Merger as a wholly owned direct subsidiary of Mapfre.
The consummation of the Merger (the "Closing") is subject to certain customary conditions, including the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The waiting period under the HSR Act with respect to the Merger expired at 11:59 p.m. Eastern Time on September 14, 2026, satisfying one of the conditions to Closing.
The Closing remains subject to other customary conditions, including the receipt of certain other regulatory approvals.
Additional Information and Where to Find It
This communication is being made in respect of the proposed Merger involving Safety, Mapfre and Merger Subsidiary. Safety filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC"). The definitive proxy statement was first mailed to Safety's stockholders on or about September 14, 2026. Safety may also file other relevant documents with the SEC regarding the proposed transaction and related matters. This Current Report on Form 8-K is not a substitute for the definitive proxy statement or any other document that Safety may file with the SEC. STOCKHOLDERS OF SAFETY ARE URGED TO READ THE DEFINTIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HAVE BEEN (OR WILL BE) FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the definitive proxy statement and other relevant materials (when available) and other documents filed by Safety at the SEC's website at www.sec.gov. Copies of the definitive proxy statement and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting Safety's Investor Relations at [email protected] or (877) 951-2522.
Participants in the Solicitation
Safety, Mapfre and their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Safety's directors and executive officers is available in (a) Safety's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including under the headings "Item 10. Directors, Executive Officers and Corporate Governance," "Item 11. Executive Compensation," "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" and "Item 13. Certain Relationships, Related Transactions, and Director Independence," which was filed with the SEC on February 27, 2026, and can be found at www.sec.gov; (b) Safety's definitive proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on March 31, 2026, under the headings "Proposal 1: Election of the Company's Directors," "Executive Officers," "Executive Compensation," "Director Compensation" and "Security Ownership of Certain Beneficial Owners, Directors and Management," and can be found at www.sec.gov; and (c) subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. To the extent holdings of Safety's securities by its directors or executive officers have changed since the amounts set forth in Safety's proxy statement for its 2026 annual meeting of stockholders, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC (which can be found at www.sec.gov). Investors may obtain additional information regarding the interests of such participants by reading the definitive proxy statement, including under the heading "The Merger-Interests of Directors and Executive Officers in the Merger," and other relevant materials regarding the proposed transaction when they become available. Copies of the documents filed with the SEC by Safety will be available free of charge through the website maintained by the SEC and at Safety's website at https://www.safetyinsurance.com/about/financial.html.