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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 SEPTEMBER 30, 2025


☐	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:

001-12251

AMERISAFE, INC.

(Exact Name of Registrant as Specified in Its Charter)


Texas		75-2069407
(State of Incorporation)		(I.R.S. Employer Identification Number)

2301 Highway 190 West, DeRidder, Louisiana		70634
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (337) 463-9052

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 $0.01 per share	AMSF	NASDAQ

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 ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions 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 ☒

As of October 24, 2025, there were 18,924,399 shares of the Registrant’s common stock, par value $0.01 per share, outstanding.

TABLE OF CONTENTS


		Page
		No.

FORWARD-LOOKING STATEMENTS		3

PART I - FINANCIAL INFORMATION

Item 1	Financial Statements	4

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4	Controls and Procedures	29

PART II - OTHER INFORMATION

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 5	Other Information	31

Item 6	Exhibits	33

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934. Forward-looking statements are all statements other than statements of historical facts. You should not place undue reliance on these statements. These forward-looking statements include statements that reflect the current views of our senior management with respect to our financial performance and future events with respect to our business and the insurance industry in general. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “could,” “to be,” “anticipate” and similar statements of a future or forward-looking nature identify forward-looking statements.

Forward-looking statements address matters that involve risks and uncertainties. Forward-looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those expressed or implied in these statements. We believe that these factors include, but are not limited to, the following:

•

the cyclical nature of the workers’ compensation insurance industry;

•

increased competition on the basis of types of insurance offered, premium rates, coverage availability, payment terms, claims management, safety services, policy terms, overall financial strength, financial ratings and reputation;

•

changes in relationships with independent agencies (including retail and wholesale brokers and agents);

•

general economic conditions, including recession, inflation, performance of financial markets, interest rates, unemployment rates, fluctuating asset values and global health pandemics;

•

developments in capital markets that adversely affect the performance of our investments;

•

technology breaches or failures, including those resulting from a malicious cyber attack on the Company or its policyholders and service providers;

•

in the industries we target, decreased level of business activity of our policyholders caused by downturn in business activity generally;

•

greater frequency or severity of claims and loss activity than our underwriting, reserving or investment practices anticipate based on historical experience or industry data;

•

adverse developments in economic, competitive, judicial or regulatory conditions within the workers’ compensation insurance industry;

•

loss of the services of any of our senior management or other key employees;

•

changes in regulations, laws, rates, rating factors, or taxes applicable to the Company, its policyholders or the agencies that sell its insurance;

•

changes in current accounting standards or new accounting standards;

•

changes in legal theories of liability under our insurance policies;

•

changes in rating agency policies, practices or ratings;

•

changes in the availability, cost or quality of reinsurance and the failure of our reinsurers to pay claims in a timely manner or at all;

•

the effects of U.S. involvement in hostilities with other countries and large-scale acts of terrorism, or the threat of hostilities or terrorist acts; and

•

other risks and uncertainties described in more detail under the heading "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and from time to time in the Company’s other filings with the Securities and Exchange Commission (SEC).

The foregoing factors should not be construed as exhaustive and should be read together with the other risks described in this report and other factors described under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and as may be further amended by subsequent filings with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Investors are cautioned that many of the assumptions upon which these forward-looking statements are based are likely to change after the date the forward-looking statements are made. We undertake no obligation to update or revise any forward-looking statements, which speak only as of the date made, notwithstanding any changes in our assumptions, actual experience or other changes that arise after the date of this report.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	September 30, 2025			December 31, 2024
	(unaudited)
Assets
Investments:
Fixed maturity securities—held-to-maturity, at amortized cost net of allowance for credit losses of $80 and $116 in 2025 and 2024, respectively, (fair value $364,386 and $399,721 in 2025 and 2024, respectively)	$	372,018		$	413,061
Fixed maturity securities—available-for-sale, at fair value (amortized cost $319,255, allowance for credit losses of $0 in 2025 and amortized cost $318,975, allowance for credit losses of $0 in 2024)		314,604			307,750
Equity securities, at fair value (cost $31,164 and $36,020 in 2025 and 2024, respectively)		56,568			58,629
Short-term investments		19,090			9,338
Total investments		762,280			788,778
Cash and cash equivalents		54,747			44,045
Amounts recoverable from reinsurers (net of allowance for credit losses of $281 and $300 in 2025 and 2024, respectively)		113,918			117,019
Premiums receivable (net of allowance for credit losses of $3,838 and $4,238 in 2025 and 2024, respectively)		167,882			142,659
Deferred income taxes		18,854			19,448
Accrued interest receivable		7,632			7,327
Property and equipment, net		7,270			5,887
Deferred policy acquisition costs		21,758			19,151
Federal income tax recoverable		2,867			2,180
Other assets		7,736			11,297
Total assets	$	1,164,944		$	1,157,791
Liabilities and shareholders’ equity
Liabilities:
Reserves for loss and loss adjustment expenses	$	617,860		$	651,309
Unearned premiums		143,575			121,926
Amounts held for others		37,868			38,657
Policyholder deposits		33,797			33,867
Insurance-related assessments		17,436			14,852
Accounts payable and other liabilities		39,635			38,409
Payable for investments purchased		—			1,430
Total liabilities		890,171			900,450
Shareholders’ equity:
Common stock: voting—$0.01 par value authorized shares—50,000,000 in 2025 and 2024; 20,768,723 and 20,733,166 shares issued; and 18,992,255 and 19,050,315 shares outstanding in 2025 and 2024, respectively		208			207
Additional paid-in capital		225,951			223,956
Treasury stock, at cost (1,776,468 and 1,682,851 shares in 2025 and 2024, respectively)		(46,195	)		(42,052	)
Accumulated earnings		98,486			84,105
Accumulated other comprehensive loss, net		(3,677	)		(8,875	)
Total shareholders’ equity		274,773			257,341
Total liabilities and shareholders’ equity	$	1,164,944		$	1,157,791

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenues
Gross premiums written	$	80,321		$	74,940		$	243,809		$	231,442
Ceded premiums written		(4,334	)		(3,951	)		(12,698	)		(11,904	)
Net premiums written	$	75,987		$	70,989		$	231,111		$	219,538
Net premiums earned	$	71,196		$	67,050		$	209,462		$	204,129
Net investment income		6,566			7,485			19,909			22,298
Net realized gains (losses) on investments		—			158			3,118			(181	)
Net unrealized gains on equity securities		4,117			3,873			2,794			8,591
Fee and other income		97			129			378			177
Total revenues		81,976			78,695			235,661			235,014
Expenses
Loss and loss adjustment expenses incurred		41,679			39,150			122,498			119,765
Underwriting and certain other operating costs		7,586			7,866			21,899			20,450
Commissions		6,199			5,639			18,488			17,438
Salaries and benefits		8,327			7,747			24,070			22,491
Policyholder dividends		712			513			2,585			2,634
Provision for investment related credit loss benefit		(8	)		(13	)		(36	)		(46	)
Total expenses		64,495			60,902			189,504			182,732
Income before income taxes		17,481			17,793			46,157			52,282
Income tax expense		3,663			3,469			9,435			10,040
Net income	$	13,818		$	14,324		$	36,722		$	42,242
Earnings per share
Basic	$	0.73		$	0.75		$	1.93		$	2.21
Diluted	$	0.72		$	0.75		$	1.92		$	2.21
Shares used in computing earnings per share
Basic		18,980,807			19,042,152			19,018,293			19,082,374
Diluted		19,072,061			19,113,103			19,106,556			19,156,976
Cash dividends declared per common share	$	0.39		$	0.37		$	1.17		$	1.11

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net income	$	13,818	$	14,324	$	36,722	$	42,242
Other comprehensive income:
Unrealized gain on debt securities, net of tax		3,884		6,885		5,198		4,519
Comprehensive income	$	17,702	$	21,209	$	41,920	$	46,761

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Three Months Ended September 30, 2025 and 2024

(in thousands, except share data)

(unaudited)


	Common Stock				Additional Paid-In			Treasury Stock						Accumulated			Accumulated Other Comprehensive
	Shares		Amounts		Capital			Shares			Amounts			Earnings			Loss			Total
Balance at June 30, 2025		20,764,355	$	208	$	225,674			(1,745,608	)	$	(44,848	)	$	92,097		$	(7,561	)	$	265,570
Comprehensive income:
Net income		—		—		—			—			—			13,818			—			13,818
Other comprehensive income:
Change in unrealized losses on debt securities, net of tax		—		—		—			—			—			—			3,884			3,884
Comprehensive income:																					17,702
Common stock issued		4,368		—		(137	)		—			—			—			—			(137	)
Purchase of treasury stock		—		—		—			(30,860	)		(1,347	)		—			—			(1,347	)
Share-based compensation		—		—		414			—			—			—			—			414
Dividends to shareholders		—		—		—			—			—			(7,429	)		—			(7,429	)
Balance at September 30, 2025		20,768,723	$	208	$	225,951			(1,776,468	)	$	(46,195	)	$	98,486		$	(3,677	)	$	274,773

	Common Stock				Additional Paid-In			Treasury Stock						Accumulated			Accumulated Other Comprehensive
	Shares		Amounts		Capital			Shares			Amounts			Earnings			Loss			Total
Balance at June 30, 2024		20,729,551	$	207	$	223,359			(1,661,265	)	$	(41,042	)	$	128,028		$	(9,560	)	$	300,992
Comprehensive income:
Net income		—		—		—			—			—			14,324			—			14,324
Other comprehensive income:
Change in unrealized losses on debt securities, net of tax		—		—		—			—			—			—			6,885			6,885
Comprehensive income:																					21,209
Common stock issued		3,270		—		(112	)		—			—			—			—			(112	)
Purchase of treasury stock		—		—		—			(21,586	)		(1,008	)		—			—			(1,008	)
Share-based compensation		—		—		358			—			—			—			—			358
Dividends to shareholders		—		—		—			—			—			(7,068	)		—			(7,068	)
Balance at September 30, 2024		20,732,821	$	207	$	223,605			(1,682,851	)	$	(42,050	)	$	135,284		$	(2,675	)	$	314,371

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Nine Months Ended September 30, 2025 and 2024

(in thousands, except share data)

(unaudited)


	Common Stock				Additional Paid-In		Treasury Stock						Accumulated			Accumulated Other Comprehensive
	Shares		Amounts		Capital		Shares			Amounts			Earnings			Loss			Total
Balance at December 31, 2024		20,733,166	$	207	$	223,956		(1,682,851	)	$	(42,052	)	$	84,105		$	(8,875	)	$	257,341
Comprehensive income:
Net income		—		—		—		—			—			36,722			—			36,722
Other comprehensive income:
Change in unrealized losses on debt securities, net of tax		—		—		—		—			—			—			5,198			5,198
Comprehensive income:																				41,920
Common stock issued		35,557		1		806		—			—			—			—			807
Purchase of treasury stock		—		—		—		(93,617	)		(4,143	)		—			—			(4,143	)
Share-based compensation		—		—		1,189		—			—			—			—			1,189
Dividends to shareholders		—		—		—		—			—			(22,341	)		—			(22,341	)
Balance at September 30, 2025		20,768,723	$	208	$	225,951		(1,776,468	)	$	(46,195	)	$	98,486		$	(3,677	)	$	274,773

	Common Stock				Additional Paid-In		Treasury Stock						Accumulated			Accumulated Other Comprehensive
	Shares		Amounts		Capital		Shares			Amounts			Earnings			Loss			Total
Balance at December 31, 2023		20,704,448	$	207	$	222,078		(1,569,440	)	$	(36,929	)	$	114,289		$	(7,194	)	$	292,451
Comprehensive income:
Net income		—		—		—		—			—			42,242			—			42,242
Other comprehensive income:
Change in unrealized losses on debt securities, net of tax		—		—		—		—			—			—			4,519			4,519
Comprehensive income:																				46,761
Common stock issued		28,373		—		453		—			—			—			—			453
Purchase of treasury stock		—		—		—		(113,411	)		(5,121	)		—			—			(5,121	)
Share-based compensation		—		—		1,074		—			—			—			—			1,074
Dividends to shareholders		—		—		—		—			—			(21,247	)		—			(21,247	)
Balance at September 30, 2024		20,732,821	$	207	$	223,605		(1,682,851	)	$	(42,050	)	$	135,284		$	(2,675	)	$	314,371

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2025			2024
Operating activities
Net income	$	36,722		$	42,242
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		592			835
Net amortization of investments		491			1,076
Change in investment related allowance for credit losses		(36	)		(46	)
Deferred income taxes		(788	)		(297	)
Net realized (gains) losses on investments		(3,118	)		181
Net unrealized gains on equity securities		(2,794	)		(8,591	)
Net realized losses on disposal of assets		—			209
Share-based compensation		2,621			2,161
Changes in operating assets and liabilities:
Premiums receivable, net		(25,029	)		(22,107	)
Accrued interest receivable		(305	)		82
Deferred policy acquisition costs		(2,607	)		(2,173	)
Amounts held by others		(2	)		—
Other assets		966			(1,487	)
Reserves for loss and loss adjustment expenses		(33,449	)		(10,508	)
Unearned premiums		21,649			15,409
Reinsurance balances		3,118			263
Amounts held for others and policyholder deposits		(859	)		(4,250	)
Federal income taxes recoverable		(687	)		(978	)
Accounts payable and other liabilities		3,962			1,342
Net cash provided by operating activities		447			13,363
Investing activities
Purchases of investments held-to-maturity		—			(5,465	)
Purchases of investments available-for-sale		(26,720	)		(33,956	)
Purchases of equity securities		(254	)		—
Purchases of short-term investments		(13,077	)		(46,957	)
Proceeds from maturities of investments held-to-maturity		43,074			50,988
Proceeds from sales and maturities of investments available-for-sale		24,900			45,532
Proceeds from sales of equity securities		8,232			7,933
Proceeds from sales and maturities of short-term investments		3,504			21,364
Purchases of property and equipment		(1,975	)		(826	)
Net cash provided by investing activities		37,684			38,613
Financing activities
Finance lease purchases		(63	)		(64	)
Share-based compensation related tax withholding		(810	)		(541	)
Purchase of treasury stock		(4,143	)		(5,121	)
Dividends to shareholders		(22,413	)		(21,269	)
Net cash used in financing activities		(27,429	)		(26,995	)
Change in cash and cash equivalents		10,702			24,981
Cash and cash equivalents at beginning of period		44,045			38,682
Cash and cash equivalents at end of period	$	54,747		$	63,663

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Basis of Presentation

AMERISAFE, Inc. (the Company) is an insurance holding company incorporated in the state of Texas. The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: American Interstate Insurance Company (AIIC) and its insurance subsidiaries, Silver Oak Casualty, Inc. (SOCI) and American Interstate Insurance Company of Texas (AIICTX), Amerisafe Risk Services, Inc. (RISK) and Amerisafe General Agency, Inc. (AGAI). AIIC and SOCI are property and casualty insurance companies organized under the laws of the state of Nebraska. AIICTX is a property and casualty insurance company organized under the laws of the state of Texas. RISK is a claims and safety service company currently servicing only affiliated insurance companies. AGAI is a general agent for the Company. AGAI sells insurance, which is underwritten by AIIC, SOCI and AIICTX, as well as by nonaffiliated insurance carriers.

The terms “AMERISAFE,” the “Company,” “we,” “us” or “our” refer to AMERISAFE, Inc. and its consolidated subsidiaries, as the context requires.

The Company provides workers’ compensation insurance for small to mid-sized employers engaged in hazardous industries, principally construction, trucking, logging and lumber, agriculture, manufacturing, maritime, and telecommunications. Assets and revenues of AIIC and its subsidiaries represent at least 95% of comparable consolidated amounts of the Company for each of the nine months ended September 30, 2025 and 2024.

In the opinion of management of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, the results of operations and cash flows for the periods presented. The unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended (the Exchange Act), and therefore do not include all information and footnotes to be in conformity with accounting principles generally accepted in the United States (GAAP). The results for the interim periods are not necessarily indicative of the results of operations that may be expected for the year. The unaudited consolidated financial statements contained herein should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues and expenses and related disclosures. Some of the estimates result from judgments that can be subjective and complex and, consequently, actual results in future periods might differ from these estimates.

Adopted Accounting Guidance

The Company has not adopted any new accounting guidance in 2025.

Prospective Accounting Guidance

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures, that requires expanded income tax disclosures, including the disaggregation of existing disclosures related to the tax rate reconciliation and income taxes paid. The guidance is effective for our Annual Report on Form 10-K for the year ended December 31, 2025. Early adoption of the new standard is permitted; however, we have not elected to early-adopt the standard. Prospective application is required, with retrospective application permitted. We have analyzed the impacts and will provide the required disclosures upon adoption.

In November 2024, the FASB issued Accounting Standards Update 2024-03, Expense Disaggregation Disclosures, which requires disclosure of specified information about certain costs and expenses in the notes to the financial statements. The guidance is effective for our Annual Report on Form 10-K for the year ended December 31, 2027, and interim reporting periods beginning in 2028. Early adoption of the new standard is permitted; however, we have not elected to early-adopt the standard. Prospective application is required, with retrospective application permitted. We are evaluating the impact of this disclosure-only requirement.

Note 2. Restricted Stock, Restricted Stock Units, and Stock Options

As of September 30, 2025, the Company has three equity incentive plans: the AMERISAFE Non-Employee Director Restricted Stock Plan (the Restricted Stock Plan), the AMERISAFE 2012 Equity and Incentive Compensation Plan (the 2012 Incentive Plan) and the 2022 Equity and Incentive Compensation Plan (the 2022 Incentive Plan). In connection with the approval of the 2022 Incentive Plan by the Company’s shareholders at the annual meeting of shareholders in June 2022, no further grants will be made under the 2012 Incentive Plan. All grants made under the 2012 Incentive Plan will continue in effect, subject to the terms and conditions of the

2012 Incentive Plan. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information regarding the Company’s incentive plans.

During the nine months ended September 30, 2025, the Company issued 19,737 shares of common stock to executive officers pursuant to vested performance awards and 4,368 restricted stock units to officers. During the nine months ended September 30, 2025, the Company awarded 11,452 shares of restricted common stock to non-employee directors. The market value of these shares totaled $1.6 million. During the nine months ended September 30, 2024, the Company issued 12,993 shares of common stock to executive officers pursuant to vested performance awards and 3,270 restricted stock units to officers. During the nine months ended September 30, 2024, the Company awarded 12,110 shares of restricted common stock to non-employee directors. The market value of these shares totaled $1.2 million.

The Company had no stock options outstanding as of September 30, 2025.

The Company recognized share-based compensation expense of $0.8 million in the quarter ended September 30, 2025 and $0.8 million in the same period in 2024. The Company recognized share-based compensation expense of $2.6 million in the nine months ended September 30, 2025 and $2.2 million in the same period in 2024.

Note 3. Earnings Per Share

The Company computes earnings per share (EPS) in accordance with FASB Accounting Standards Codification (ASC) Topic 260, Earnings Per Share. The Company has no participating unvested shares of common stock which contain nonforfeitable rights to dividends and applies the treasury stock method in computing basic and diluted EPS.

Basic EPS is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period.

The diluted EPS calculation includes potential common shares assumed issued under the treasury stock method, which reflects the potential dilution that would occur if any restricted stock or RSUs vest.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	(in thousands, except share and per share amounts)
Basic EPS:
Net income	$	13,818	$	14,324	$	36,722	$	42,242
Basic weighted average common shares		18,980,807		19,042,152		19,018,293		19,082,374
Basic earnings per common share	$	0.73	$	0.75	$	1.93	$	2.21
Diluted EPS:
Net income	$	13,818	$	14,324	$	36,722	$	42,242
Diluted weighted average common shares:
Weighted average common shares		18,980,807		19,042,152		19,018,293		19,082,374
Restricted stock and RSUs		91,254		70,951		88,263		74,602
Diluted weighted average common shares		19,072,061		19,113,103		19,106,556		19,156,976
Diluted earnings per common share	$	0.72	$	0.75	$	1.92	$	2.21

Note 4. Investments

The amortized cost, allowance for credit losses, carrying amount, gross unrecognized gains and losses, and the fair value of those investments classified as held-to-maturity at September 30, 2025 are summarized as follows:


	Amortized Cost		Allowance for Credit Losses			Carrying Amount		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
	(in thousands)
States and political subdivisions	$	339,321	$	(24	)	$	339,297	$	1,399	$	(8,302	)	$	332,394
Corporate bonds		21,733		(56	)		21,677		4		(530	)		21,151
U.S. agency-based mortgage-backed securities		2,490		—			2,490		25		(93	)		2,422
U.S. Treasury securities and obligations of U.S. government agencies		8,545		—			8,545		8		(143	)		8,410
Asset-backed securities		9		—			9		—		—			9
Totals	$	372,098	$	(80	)	$	372,018	$	1,436	$	(9,068	)	$	364,386

The amortized cost, gross unrealized gains and losses, fair value, and the allowance for credit losses of those investments classified as available-for-sale at September 30, 2025 are summarized as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Allowance for Credit Losses
	(in thousands)
States and political subdivisions	$	167,375	$	592	$	(6,344	)	$	161,623	$	—
Corporate bonds		132,868		2,767		(813	)		134,822		—
U.S. agency-based mortgage-backed securities		4,097		—		(337	)		3,760		—
U.S. Treasury securities and obligations of U.S. government agencies		14,915		—		(516	)		14,399		—
Totals	$	319,255	$	3,359	$	(8,010	)	$	314,604	$	—

The cost, gross unrealized gains and losses, and the fair value of equity securities at September 30, 2025 are summarized as follows:


	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in thousands)
Equity securities:
Domestic common stock - Exchange Traded Funds	$	31,164	$	25,404	$	—	$	56,568
Total equity securities	$	31,164	$	25,404	$	—	$	56,568


	Amortized Cost		Allowance for Credit Losses			Carrying Amount		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
	(in thousands)
States and political subdivisions	$	368,056	$	(30	)	$	368,026	$	1,810	$	(13,568	)	$	356,268
Corporate bonds		33,849		(86	)		33,763		6		(1,099	)		32,670
U.S. agency-based mortgage-backed securities		2,781		—			2,781		11		(149	)		2,643
U.S. Treasury securities and obligations of U.S. government agencies		8,478		—			8,478		11		(362	)		8,127
Asset-backed securities		13		—			13		—		—			13
Totals	$	413,177	$	(116	)	$	413,061	$	1,838	$	(15,178	)	$	399,721

The amortized cost, gross unrealized gains and losses, fair value, and the allowance for credit losses of those investments classified as available-for-sale at December 31, 2024 are summarized as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Allowance for Credit Losses
	(in thousands)
States and political subdivisions	$	156,488	$	148	$	(8,430	)	$	148,206	$	—
Corporate bonds		143,070		1,248		(2,783	)		141,535		—
U.S. agency-based mortgage-backed securities		4,545		—		(486	)		4,059		—
U.S. Treasury securities and obligations of U.S. government agencies		14,872		—		(922	)		13,950		—
Totals	$	318,975	$	1,396	$	(12,621	)	$	307,750	$	—

The cost, gross unrealized gains and losses, and the fair value of equity securities at December 31, 2024 are summarized as follows:


	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in thousands)
Equity securities:
Domestic common stock - Exchange Traded Funds	$	36,020	$	22,609	$	—	$	58,629
Total equity securities	$	36,020	$	22,609	$	—	$	58,629

A summary of the carrying amounts and fair value of investments in fixed maturity securities classified as held-to-maturity, by contractual maturity, is as follows:


	September 30, 2025				December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Maturity:
Within one year	$	37,236	$	37,130	$	49,303	$	48,831
After one year through five years		83,176		81,264		93,087		89,418
After five years through ten years		115,415		112,555		115,307		109,812
After ten years		133,692		131,006		152,570		149,004
U.S. agency-based mortgage-backed securities		2,490		2,422		2,781		2,643
Asset-backed securities		9		9		13		13
Totals	$	372,018	$	364,386	$	413,061	$	399,721

A summary of the amortized cost and fair value of investments in fixed maturity securities classified as available-for-sale, by contractual maturity, is as follows:


	September 30, 2025				December 31, 2024
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)
Maturity:
Within one year	$	29,594	$	29,404	$	23,944	$	23,806
After one year through five years		86,600		86,290		97,996		95,500
After five years through ten years		73,902		73,265		71,233		68,494
After ten years		125,062		121,885		121,257		115,891
U.S. agency-based mortgage-backed securities		4,097		3,760		4,545		4,059
Totals	$	319,255	$	314,604	$	318,975	$	307,750

The following table summarizes the fair value and gross unrealized losses on securities classified as available-for-sale, aggregated by major investment category and length of time that the individual securities have been in a continuous unrealized loss position as of September 30, 2025.


	Less Than 12 Months				12 Months or Greater				Total
	Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses
	(in thousands)
September 30, 2025
Available-for-Sale
States and political subdivisions	$	35,227	$	973	$	76,122	$	5,371	$	111,349	$	6,344
Corporate bonds		8,897		10		32,160		803		41,057		813
U.S. agency-based mortgage-backed securities		—		—		3,760		337		3,760		337
U.S. Treasury securities and obligations of U.S. government agencies		—		—		14,399		516		14,399		516
Total available-for-sale securities	$	44,124	$	983	$	126,441	$	7,027	$	170,565	$	8,010

At September 30, 2025, we held 152 individual fixed maturity securities classified as available-for-sale that were in an unrealized loss position.


	Less Than 12 Months				12 Months or Greater				Total
	Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses
	(in thousands)
December 31, 2024
Available-for-Sale
States and political subdivisions	$	100,190	$	5,748	$	27,446	$	2,682	$	127,636	$	8,430
Corporate bonds		71,069		1,790		19,000		993		90,069		2,783
U.S. agency-based mortgage-backed securities		3,840		446		219		40		4,059		486
U.S. Treasury securities and obligations of U.S. government agencies		—		—		13,950		922		13,950		922
Total available-for-sale securities	$	175,099	$	7,984	$	60,615	$	4,637	$	235,714	$	12,621

The following table illustrates the changes in the allowance for credit losses by major security type of the investments classified as held-to-maturity for the quarter ended September 30, 2025.


	States and Political Subdivisions			Corporate Bonds			U.S. Agency -Based Mortgage- Backed Securities		U.S. Treasury Securities and Obligations of U.S. Government Agencies		Asset-Backed Securities		Totals
	(in thousands)
Balance at June 30, 2025	$	27		$	61		$	—	$	—	$	—	$	88
Provision for credit loss benefit		(3	)		(5	)		—		—		—		(8	)
Balance at September 30, 2025	$	24		$	56		$	—	$	—	$	—	$	80

The following table illustrates the changes in the allowance for credit losses by major security type of the investments classified as held-to-maturity for the nine months ended September 30, 2025.


	States and Political Subdivisions			Corporate Bonds			U.S. Agency -Based Mortgage- Backed Securities		U.S. Treasury Securities and Obligations of U.S. Government Agencies		Asset-Backed Securities		Totals
	(in thousands)
Balance at December 31, 2024	$	30		$	86		$	—	$	—	$	—	$	116
Provision for credit loss benefit		(6	)		(30	)		—		—		—		(36	)
Balance at September 30, 2025	$	24		$	56		$	—	$	—	$	—	$	80

As of September 30, 2025, the Company has established an allowance for credit losses on 277 held-to-maturity securities totaling $0.1 million. Most of those securities were issued by states and political subdivisions (265 securities) and corporate bonds (11 securities).

The Company had no allowance for credit losses on investments classified as available-for-sale for the period ended September 30, 2025.

The credit rating used for held-to-maturity fixed income securities is the rating for each security as published by Moody’s, Standard and Poor's, and Fitch to determine the probability of default. If there are two ratings, the lower rating is used. If there are three ratings, the median rating is used. If there is one rating, that rating is used. For corporate fixed income securities (given a rating), the probability of default comes from Moody’s annual study of corporate bond defaults published each February. The maximum maturity using the default rate is 20 years (any maturity greater than 20 years will use the 20-year rate). For municipal fixed income securities (given a rating), the probability of default comes from Moody’s study of municipal bond defaults published annually.

The calculation of the credit loss allowance takes the amortized cost of the fixed income security and assumes default and recovery based on the average recovery rates from the Moody’s default studies. The amortized cost of the security, plus any accrued interest, minus the amount recovered, is the estimated full amount the Company could lose in a default scenario. This amount is then multiplied by the probability of default to determine the allowance for credit loss. The lower the security is rated, the higher likelihood of default, and therefore a higher allowance for credit loss. The longer to the maturity date of a security, the higher the default risk.

The table below presents the amortized cost of held-to-maturity securities aggregated by credit quality indicator as of September 30, 2025.


	States and Political Subdivisions		Corporate Bonds		U.S. Agency -Based Mortgage- Backed Securities		U.S. Treasury Securities and Obligations of U.S. Government Agencies		Asset-Backed Securities		Totals
	Amortized Cost
	(in thousands)
AAA/AA/A ratings	$	339,321	$	9,886	$	2,490	$	8,545	$	—	$	360,242
Baa/BBB ratings		—		11,847		—		—		9		11,856
Total	$	339,321	$	21,733	$	2,490	$	8,545	$	9	$	372,098

Net realized gains in the quarter ended September 30, 2025 were immaterial and net realized gains in the quarter ended September 30, 2024 were $0.2 million, both resulting from the sales of equity and fixed maturity securities classified as available-for-sale.

Net realized gains in the nine months ended September 30, 2025 were $3.1 million and net realized losses in the nine months ended September 30, 2024 were $0.2 million, both resulting primarily from the sales of equity and fixed maturity securities classified as available-for-sale.

During the third quarter of 2025, we recognized through income $4.1 million of net unrealized gains on equity securities. During the third quarter of 2024, we recognized through income $3.9 million of net unrealized gains on equity securities.

During the nine months ended September 30, 2025, we recognized through income $2.8 million of net unrealized gains on equity securities. During the nine months ended September 30, 2024, we recognized through income $8.6 million of net unrealized gains on equity securities.

Investment income is recognized as it is earned. The discount or premium on fixed maturity securities is amortized using the “constant yield” method. Anticipated prepayments, where applicable, are considered when determining the amortization of premiums or discounts. Realized investment gains and losses are determined using the specific identification method.

The Company invests in Exchange Traded Funds with the objective of diversifying portfolio holdings.

Note 5. Income Taxes

In accordance with FASB ASC Topic 740, “Income Taxes,” we provide for the recognition and measurement of deferred income tax benefits based on the likelihood of their realization in future years. As of September 30, 2025 and 2024, we had no valuation allowance against our deferred income tax assets and liabilities.

Income tax expense from operations is different from the amount computed by applying the U.S. federal income tax statutory rate of 21% to income before income taxes primarily due to the impact of tax-exempt investment income and state income tax accruals.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions for either of the periods ended September 30, 2025 and 2024.

Tax years 2022 through 2025 are subject to examination by the federal and state taxing authorities.

Note 6. Loss Reserves

We record reserves for estimated losses under insurance policies that we write and for loss adjustment expenses related to the investigation and settlement of policy claims. Our reserves for loss and loss adjustment expenses represent the estimated cost of all reported and unreported loss and loss adjustment expenses incurred and unpaid as of a given point in time. The reserves for loss and loss adjustment expenses are estimated using individual case-basis valuations, statistical analyses and estimates based upon experience for unreported claims and their associated loss and loss adjustment expenses. Such estimates may be more or less than the amounts ultimately paid when the claims are settled. The estimates are subject to the effects of trends in loss severity and frequency. Although considerable variability is inherent in these estimates, management believes that the reserves for loss and loss adjustment expenses are adequate. The estimates are continually reviewed internally and periodically evaluated with our independent actuary. Adjustments are made as experience develops and new information becomes known. Any such adjustments are included in income from current operations. See Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information regarding our loss and loss adjustment expense development.

The following table provides the Company’s liability for unpaid loss and loss adjustment expenses, net of related amounts recoverable from reinsurers, for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
	2025			2024
	(in thousands)
Balance, beginning of period	$	651,309		$	673,994
Less amounts recoverable from reinsurers on unpaid loss and loss adjustment expenses		112,742			119,746
Net balance, beginning of period		538,567			554,248
Add incurred related to:
Current accident year		148,718			144,931
Prior accident years		(26,220	)		(25,166	)
Total incurred		122,498			119,765
Less paid related to:
Current accident year		35,765			29,872
Prior accident years		116,876			102,082
Total paid		152,641			131,954
Net balance, end of period		508,424			542,059
Add amounts recoverable from reinsurers on unpaid loss and loss adjustment expenses		109,436			121,427
Balance, end of period	$	617,860		$	663,486

The foregoing reconciliation reflects favorable development of the net reserves at September 30, 2025 and September 30, 2024. The favorable development reduced loss and loss adjustment expenses incurred by $26.2 million and $25.2 million during each of the first nine months of 2025 and 2024, respectively. The revisions to the Company’s reserves reflect new information gained by claims adjusters in the normal course of adjusting claims and is reflected in the financial statements when the information becomes available. It is typical for more serious claims to take several years or longer to settle and the Company continually revises estimates as more information about claimants’ medical conditions and potential disability becomes known and the claims get closer to being settled. Multiple factors can cause loss development both unfavorable and favorable. The favorable loss development we experienced across accident years was largely due to two factors: (1) lower than expected severity of injuries in these accident years compared to our original and revised estimates; and (2) favorable case reserve development from closed claims and claims where the worker had reached maximum medical improvement. We believe the favorable case reserve development resulted primarily from an intensive claims management focus with the Company actively seeking to settle claims.

The table below presents the change in the allowance for credit losses on amounts recoverable from reinsurers for the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2025			2024		2025			2024
	(in thousands)
Balance, beginning of period	$	290		$	322	$	300		$	360
Provision for credit loss expense (benefit)		(9	)		8		(19	)		(30	)
Balance, end of period	$	281		$	330	$	281		$	330

Note 7. Comprehensive Income and Accumulated Other Comprehensive Loss

Comprehensive income includes net income plus unrealized gains on our available-for-sale investment securities, net of tax. In reporting comprehensive income on a net basis in the statements of comprehensive income, we used a 21% tax rate in 2025 and 2024. The difference between net income as reported and comprehensive income was due primarily to changes in unrealized gains, net of tax on available-for-sale debt securities.

The following table illustrates the changes in the balance of each component of accumulated other comprehensive loss for each period presented in the interim financial statements.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
	(in thousands)
Balance, beginning of period	$	(7,561	)	$	(9,560	)	$	(8,875	)	$	(7,194	)
Other comprehensive income before reclassification		3,816			6,914			4,768			4,411
Amounts reclassified from accumulated other comprehensive loss		68			(29	)		430			108
Net current period other comprehensive income		3,884			6,885			5,198			4,519
Balance, end of period	$	(3,677	)	$	(2,675	)	$	(3,677	)	$	(2,675	)

The sale or credit loss allowance adjustment of an available-for-sale security results in amounts being reclassified from accumulated other comprehensive loss to current period net income. The effects of reclassifications out of accumulated other comprehensive loss by the respective line items of net income are presented in the following table.


Component of Accumulated Other	Three Months Ended						Nine Months Ended						Affected line item in the
Comprehensive Loss	September 30,						September 30,						statement of income
	2025			2024			2025			2024
	(in thousands)
Unrealized gains (losses) on debt securities, net of tax	$	(86	)	$	37		$	(545	)	$	(136	)	Net realized gains (losses) on investments
		(86	)		37			(545	)		(136	)	Income before income taxes
Unrealized gains (losses) on debt securities, net of tax		18			(8	)		115			28		Income tax expense
	$	(68	)	$	29		$	(430	)	$	(108	)	Net income

Note 8. Fair Values of Financial Instruments

The Company carries available-for-sale securities and equity securities at fair value in our consolidated financial statements and determines fair value measurements and disclosure in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures.

The Company determines the fair values of its financial instruments based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard defines fair value, describes three levels of inputs that may be used to measure fair value, and expands disclosures about fair value measurements.

Fair value is defined in ASC Topic 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is the price to sell an asset or transfer a liability and, therefore, represents an exit price, not an entry price. Fair value is the exit price in the principal market (or, if lacking a principal market, the most advantageous market) in which the reporting entity would transact. Fair value is a market-based measurement, not an entity-specific measurement, and, as such, is determined based on the assumptions that market participants would use in pricing the asset or liability. The exit price objective of a fair value measurement applies regardless of the reporting entity’s intent and/or ability to sell the asset or transfer the liability at the measurement date.

ASC Topic 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present value amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset, also known as current replacement cost. Valuation techniques used to measure fair value are to be consistently applied.

In ASC Topic 820, inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable:

•

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.

•

Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Valuation techniques used to measure fair value are intended to maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:

•

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data.

•

Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are to be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters.

The fair values of the Company’s investments are based upon prices provided by an independent pricing service. The Company has reviewed these prices for reasonableness and has not adjusted any prices received from the independent provider. Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Securities reported at fair value using Level 2 inputs represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1 and Level 2 during the nine months ended September 30, 2025.

At September 30, 2025, assets measured at fair value on a recurring basis are summarized below:


	September 30, 2025
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(in thousands)
Financial instruments carried at fair value, classified as a part of:
Securities available-for-sale—fixed maturity:
States and political subdivisions	$	—	$	161,623	$	—	$	161,623
Corporate bonds		—		134,822		—		134,822
U.S. agency-based mortgage-backed securities		—		3,760		—		3,760
U.S. Treasury securities		14,399		—		—		14,399
Total securities available-for-sale—fixed maturity		14,399		300,205		—		314,604
Equity securities:
Domestic common stock - Exchange Traded Funds		56,568		—		—		56,568
Total	$	70,967	$	300,205	$	—	$	371,172

At September 30, 2025, assets measured at amortized cost net of allowance for credit losses are summarized below:


	September 30, 2025
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(in thousands)
Securities held-to-maturity—fixed maturity:
States and political subdivisions	$	—	$	332,394	$	—	$	332,394
Corporate bonds		—		21,151		—		21,151
U.S. agency-based mortgage-backed securities		—		2,422		—		2,422
U.S. Treasury securities		8,410		—		—		8,410
Asset-backed securities		—		9		—		9
Total held-to-maturity	$	8,410	$	355,976	$	—	$	364,386

At December 31, 2024, assets measured at fair value on a recurring basis are summarized below:


	December 31, 2024
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(in thousands)
Financial instruments carried at fair value, classified as a part of:
Securities available-for-sale—fixed maturity:
States and political subdivisions	$	—	$	148,206	$	—	$	148,206
Corporate bonds		—		141,535		—		141,535
U.S. agency-based mortgage-backed securities		—		4,059		—		4,059
U.S. Treasury securities		13,950		—		—		13,950
Total securities available-for-sale—fixed maturity	$	13,950	$	293,800	$	—	$	307,750
Equity securities:
Domestic common stock - Exchange Traded Funds		58,629		—		—		58,629
Total	$	72,579	$	293,800	$	—	$	366,379

At December 31, 2024, assets measured at amortized cost net of allowance for credit losses are summarized below:


	December 31, 2024
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(in thousands)
Securities held-to-maturity—fixed maturity:
States and political subdivisions	$	—	$	356,268	$	—	$	356,268
Corporate bonds		—		32,670		—		32,670
U.S. agency-based mortgage-backed securities		—		2,643		—		2,643
U.S. Treasury securities		8,127		—		—		8,127
Asset-backed securities		—		13		—		13
Total held-to-maturity	$	8,127	$	391,594	$	—	$	399,721

The Company determines fair value amounts for financial instruments using available third-party market information. When such information is not available, the Company determines the fair value amounts using appropriate valuation methodologies. Nonfinancial instruments such as real estate, property and equipment, deferred policy acquisition costs, deferred income taxes and loss and loss adjustment expense reserves are excluded from the fair value disclosure.

Cash and Cash Equivalents —The carrying amounts reported in the accompanying consolidated balance sheets for these financial instruments approximate their fair values, which are characterized as Level 1 assets.

Investments —The fair values for fixed maturity and equity securities are based on prices obtained from an independent pricing service. Equity and treasury securities are characterized as Level 1 assets, as their fair values are based on quoted prices in active markets. Fixed maturity securities, other than treasury securities, are characterized as Level 2 assets, as their fair values are determined using observable market inputs.

Short Term Investments —The carrying amounts reported in the accompanying consolidated balance sheets for these financial instruments approximate their fair values. These securities are characterized as Level 2 assets in the fair value hierarchy.

The following table summarizes the carrying amounts and corresponding fair values for financial instruments:


	As of September 30, 2025				As of December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Assets:
Fixed maturity securities—held-to-maturity	$	372,018	$	364,386	$	413,061	$	399,721
Fixed maturity securities—available-for-sale		314,604		314,604		307,750		307,750
Equity securities		56,568		56,568		58,629		58,629
Short-term investments		19,090		19,090		9,338		9,338
Cash and cash equivalents		54,747		54,747		44,045		44,045

Note 9. Treasury Stock

The Company’s Board of Directors (the Board) initiated a share repurchase program in February 2010. In July 2025, the Board reauthorized this program with a limit of $25.0 million with no expiration date. As of September 30, 2025, $24.9 million was available for future repurchases under the share repurchase program. The repurchases may be effected from time to time pursuant to trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act. The share repurchase program does not obligate the Company to repurchase any shares of the Company's common stock and may be modified, increased, suspended or terminated at the discretion of the Board. The Board's determinations will depend on a variety of factors including, but not limited to, the market conditions and applicable regulatory considerations. It is anticipated that any future repurchases will be funded from available capital.

During the three months ended September 30, 2025, the Company repurchased 30,860 shares of its common stock under the share repurchase program for $1.3 million, or an average price of $43.72 per share, including commissions and excise tax. During the nine months ended September 30, 2025, the Company repurchased 93,617 shares of its common stock under the share repurchase program for $4.1 million, or an average price of $44.26 per share, including commissions and excise tax.

During the three months ended September 30, 2024, the Company repurchased 21,586 shares of its common stock under the share repurchase program for 1.0 million, or an average price of $46.79 per share, including commissions and excise tax. During the nine months ended September 30, 2024, the Company repurchased 113,411 shares of its common stock under the share repurchase program for $5.1 million, or an average price of $45.16 per share, including commissions and excise tax.

Note 10. Segment Reporting

The Company operates as a single reportable segment, Insurance Operations, through our wholly-owned subsidiaries. Profits, losses and assets are evaluated on a consolidated basis.

We are a specialty provider of workers’ compensation insurance focused on small to mid-sized employers engaged in high hazard industries. Our Insurance Operations segment derives premium revenues from the sales of workers’ compensation insurance through independent agencies, including retail and wholesale brokers and agents. The accounting policies of the Insurance Operations are the same as those described in the "Summary of Significant Accounting Policies" in Note 1 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

Two of the key financial measures used to evaluate our performance are return on average equity and growth in book value per share. We calculate return on average equity by dividing annual net income by the average of annual shareholders’ equity. We calculate book value per share by dividing ending shareholders’ equity by the number of common shares outstanding.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

The Company does not have intra-entity sales or asset transfers.

The Company is a monoline insurance company operating solely within the U.S. and does not have revenue from transactions with a single policyholder accounting for 10% or more of its revenues.

There are no differences from our Annual Report on Form 10-K for the year ended December 31, 2024 in the basis of segmentation or in the basis of measurement of segment profit or loss.

Note 11. Subsequent Events

On October 28, 2025, the Board declared a special cash dividend of $1.00 per share and a regular cash dividend of $0.39 per share, payable on December 12, 2025 to shareholders of record as of December 5, 2025. The Board considers the declaration and

payment of a regular cash dividend each calendar quarter, and any such declaration and payment of dividends is at the discretion of the Board.

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

The financial and business analysis below provides information which the Company believes is relevant to an assessment and understanding of its consolidated financial position, results of operations and cash flows. The following discussion should be read in conjunction with the accompanying unaudited consolidated financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q, together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. This discussion includes forward-looking statements that are not guarantees of future performance and are not necessarily indicative of future operating results. See “Forward-Looking Statements” in Part I above for further discussion.

The terms “AMERISAFE,” the “Company,” “we,” “us” or “our” refer to AMERISAFE, Inc. and its consolidated subsidiaries, as the context requires.

Business Overview

AMERISAFE is a holding company that markets and underwrites workers’ compensation insurance through its insurance subsidiaries. Workers’ compensation insurance covers statutorily prescribed benefits that employers are obligated to provide to their employees who are injured in the course and scope of their employment. Our business strategy is focused on providing this coverage to small to mid-sized employers engaged in hazardous industries, principally construction, trucking, logging and lumber, agriculture, manufacturing, maritime, and telecommunications. Employers engaged in hazardous industries typically pay substantially higher than average rates for workers’ compensation insurance compared to employers in other industries, as measured per payroll dollar. These higher premium rates are due to the nature of the work performed and the inherent workplace danger of our target employers. Hazardous industry employers also tend to have less frequent but more severe claims as compared to employers in other industries due to the nature of their businesses. We provide proactive safety reviews of most employers’ workplaces. These safety reviews are a vital component of our underwriting process and are aimed at promoting safer workplaces. We utilize intensive claims management practices that we believe permit us to effectively manage the overall cost of our claims. In addition, our audit services ensure that our policyholders pay the appropriate premiums required under the terms of their policies and enable us to monitor payroll patterns that cause underwriting, safety or fraud concerns. We believe that the higher premiums typically paid by our policyholders, together with our disciplined underwriting and safety, claims and audit services, provide us with the opportunity to earn attractive returns for our shareholders.

We actively market our insurance in 27 states through independent agencies (including retail and wholesale brokers and agents), as well as through our wholly owned insurance agency subsidiary. We are also licensed in an additional 20 states, the District of Columbia, and the U.S. Virgin Islands.

Critical Accounting Policies

Understanding our accounting policies is key to understanding our financial statements. Management considers some of these policies to be very important to the presentation of our financial results because they require us to make significant estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. Some of the estimates result from judgments that can be subjective and complex and, consequently, actual results in future periods might differ from these estimates.

Management believes that the most critical accounting policies relate to the reporting of reserves for loss and loss adjustment expenses, including losses that have occurred but have not been reported prior to the reporting date, amounts recoverable from reinsurers, premiums receivable, assessments, deferred policy acquisition costs, deferred income taxes, credit losses on investment securities, and share-based compensation. These critical accounting policies are more fully described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024. We have not changed any of these policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Results of Operations

The following table summarizes our consolidated financial results for the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
	(dollars in thousands, except percentages and per share data)
	(unaudited)
Gross premiums written	$	80,321		$	74,940		$	243,809		$	231,442
Net premiums earned		71,196			67,050			209,462			204,129
Net investment income		6,566			7,485			19,909			22,298
Total revenues		81,976			78,695			235,661			235,014
Total expenses		64,495			60,902			189,504			182,732
Net income		13,818			14,324			36,722			42,242
Diluted earnings per common share	$	0.72		$	0.75		$	1.92		$	2.21
Other Key Measures
Net combined ratio (1)		90.6	%		90.9	%		90.5	%		89.6	%
Return on average equity (2)		20.5	%		18.6	%		18.4	%		18.6	%
Book value per share (3)	$	14.47		$	16.50		$	14.47		$	16.50

(1)

The net combined ratio is calculated by dividing the sum of loss and loss adjustment expenses incurred, underwriting and certain other operating costs, commissions, salaries and benefits, and policyholder dividends by net premiums earned in the current period. The net combined ratio is a key measure of underwriting performance traditionally used in the insurance industry. A net combined ratio under 100% generally reflects profitable underwriting results.

(2)

Return on average equity is calculated by dividing the annualized net income by the average shareholders’ equity for the applicable period.

(3)

Book value per share is calculated by dividing shareholders’ equity by the total outstanding shares of our common stock as of the end of the reported period.

Consolidated Results of Operations for Three Months Ended September 30, 2025 Compared to September 30, 2024

Gross Premiums Written. Gross premiums written for the quarter ended September 30, 2025 were $80.3 million, compared to $74.9 million for the same period in 2024, an increase of 7.2%. The increase was attributable to a $7.3 million increase in voluntary premiums on policies written during the period. The increase was partially offset by a $1.5 million decrease in premiums resulting from payroll audits and related premium adjustments for policies written in previous quarters and a $0.4 million decrease in residual market premiums.

Net Premiums Written. Net premiums written for the quarter ended September 30, 2025 were $76.0 million, compared to $71.0 million for the same period in 2024, an increase of 7.0%. The increase was primarily attributable to the increase in gross premiums written. As a percentage of gross premiums earned, ceded premiums were 5.7% for the third quarter of 2025 compared to 5.6% for the third quarter of 2024. The increase in ceded premiums as a percentage of gross premiums earned is a result of a change in our 2025 reinsurance treaties. For additional information, see Item 1, “Business—Reinsurance” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Net Premiums Earned. Net premiums earned for the third quarter of 2025 were $71.2 million, compared to $67.1 million for the same period in 2024, an increase of 6.2%. The increase was primarily attributable to the increase in net premiums written during the period.

Net Investment Income. Net investment income for the quarter ended September 30, 2025 was $6.6 million, compared to $7.5 million for the same period in 2024, a decrease of 12.3%. The decrease was due to lower average invested asset balances in the period compared to the same period in the prior year. Average invested assets, including cash and cash equivalents, were $811.2 million in the quarter ended September 30, 2025 compared to an average of $893.3 million for the same period in 2024, a decrease of 9.2%. The pre-tax investment yield on our investment portfolio was 3.2% per annum during the quarter ended September 30, 2025 compared to 3.4% per annum for the same period in 2024. The tax-equivalent yield on our investment portfolio was 3.9% per annum for the quarter ended September 30, 2025 compared to 3.8% per annum for the same period in 2024. The tax-equivalent yield is calculated using the effective interest rate and the appropriate marginal tax rate.

Net Realized Gains (Losses) on Investments. Net realized gains in the quarter ended September 30, 2025 were immaterial compared to net realized gains of $0.2 million for the same period in 2024. The net realized gains in the third quarter of 2024 were mostly attributable to the redemption of fixed maturity securities.

Net Unrealized Gains on Equity Securities. The market value of our equity securities increased by $4.1 million for the three months ended September 30, 2025 compared to an increase of $3.9 million for the same period in 2024.

Loss and Loss Adjustment Expenses Incurred. Loss and loss adjustment expenses (LAE) incurred totaled $41.7 million for the three months ended September 30, 2025, compared to $39.2 million for the same period in 2024, an increase of $2.5 million, or 6.5%. The current accident year loss and LAE incurred totaled $50.6 million for the three months ended September 30, 2025, compared to $47.6 million for the same period in 2024. As of September 30, 2025, our initial estimate for loss and LAE for accident years 2025 and 2024 remains at 71.0% of net premiums earned, and is based on long-term claim frequency and severity trends, as well as medical inflation. We recorded favorable prior accident year development of $8.9 million in the third quarter of 2025, compared to favorable prior accident year development of $8.5 million in the same period of 2024, as further discussed below in “Prior Year Development.” Our net loss ratio was 58.5% in the third quarter of 2025, compared to 58.4% for the same period of 2024.

Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits. Underwriting and certain other operating costs, commissions and salaries and benefits for the quarter ended September 30, 2025 were $22.1 million, compared to $21.3 million for the same period in 2024, an increase of 4.0%. This increase was primarily due to a $0.6 million increase in commission expense, a $0.5 million increase in compensation expense, and a $0.3 million increase in accounts receivable write-offs. Partially offsetting these amounts was a $0.3 million decrease in mandatory pooling arrangement fees. Our expense ratio was 31.1% in the third quarter of 2025 compared to 31.7% in the third quarter of 2024.

Income Tax Expense. Income tax expense for the three months ended September 30, 2025 was $3.7 million, compared to $3.5 million for the same period in 2024. The effective tax rate for the Company for the quarter ended September 30, 2025 was 21.0% compared to 19.5% in the third quarter of 2024. The increase in the effective tax rate was due to an increase in state income taxes for the three months ended September 30, 2025 compared with the same period of 2024.

Consolidated Results of Operations for Nine Months Ended September 30, 2025 Compared to September 30, 2024

Gross Premiums Written. Gross premiums written for the nine months ended September 30, 2025 were $243.8 million, compared to $231.4 million for the same period in 2024, an increase of 5.3%. The increase was attributable to a $20.9 million increase in voluntary premiums on policies written during the period and a $0.1 million increase in residual market premiums. These increases were partially offset by a $8.7 million decrease in gross premiums written resulting from payroll audits and related premium adjustments for policies written in previous quarters.

Net Premiums Written. Net premiums written for the nine months ended September 30, 2025 were $231.1 million, compared to $219.5 million for the same period in 2024, an increase of 5.3%. The increase was primarily attributable to an increase in gross premiums written. As a percentage of gross premiums earned, ceded premiums were 5.7% for the first nine months of 2025, compared to 5.5% in the same period of 2024. The increase in ceded premiums as a percentage of gross premiums earned is a result of a change in our 2025 reinsurance treaties. For additional information, see Item 1, “Business—Reinsurance” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Net Premiums Earned. Net premiums earned for the nine months ended September 30, 2025 were $209.5 million, compared to $204.1 million for the same period in 2024, an increase of 2.6%. The increase was primarily attributable to the increase in net premiums written during the period.

Net Investment Income. Net investment income for the first nine months of 2025 was $19.9 million, compared to $22.3 million for the same period in 2024, a decrease of 10.7%. The decrease was due to lower average invested asset balances in the period compared to the same period in the prior year. Average invested assets, including cash and cash equivalents, were $820.6 million in the nine months ended September 30, 2025, compared to an average of $895.5 million in the same period in 2024, a decrease of 8.4%. The pre-tax investment yield on our investment portfolio was 3.2% per annum for each of the nine months ended September 30, 2025, compared to 3.3% per annum during the same period in 2024. The tax-equivalent yield on our investment portfolio was 3.9% per annum for the first nine months of 2025 compared to 3.8% per annum for the same period in 2024. The tax-equivalent yield is calculated using the effective interest rate and the appropriate marginal tax rate.

Net Realized Gains (Losses) on Investments. Net realized gains on investments for the nine months ended September 30, 2025 were $3.1 million compared to net realized losses of $0.2 million for the same period in 2024. Both net realized gains in the first nine

months of 2025 and net realized losses in the first nine months of 2024 were mostly attributable to the sales of equity and fixed maturity securities classified as available-for-sale.

Net Unrealized Gains on Equity Securities. The market value of our equity securities increased by $2.8 million for the nine months ended September 30, 2025 compared to an increase of $8.6 million for the same period in 2024.

Loss and Loss Adjustment Expenses Incurred. Loss and LAE incurred totaled $122.5 million for the nine months ended September 30, 2025, compared to $119.8 million for the same period in 2024, an increase of $2.7 million, or 2.3%. The current accident year loss and LAE incurred totaled $148.7 million for the nine months ended September 30, 2025, compared to $144.9 million for the same period in 2024. As of September 30, 2025, our initial estimate for loss and LAE for accident years 2025 and 2024 remains at 71.0% of net premiums earned, and is based on long-term claim frequency and severity trends, as well as medical inflation. We recorded favorable prior accident year development of $26.2 million in the first nine months of 2025, compared to favorable prior accident year development of $25.2 million in the same period of 2024, as further discussed below in “Prior Year Development.” Our net loss ratio was 58.5% in the first nine months of 2025, compared to 58.7% for the same period of 2024.

Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits. Underwriting and certain other operating costs, commissions and salaries and benefits for the nine months ended September 30, 2025 were $64.5 million, compared to $60.4 million for the same period in 2024, an increase of 6.8%. This increase was primarily due to an increase in insurance-related assessments of $2.6 million, an increase in compensation expense of $1.5 million, an increase in commission expense of $1.0 million and an increase in accounts receivable write-offs of $0.5 million. Offsetting these amounts were a decrease in professional fees of $1.2 million and a $0.5 million decrease in taxes and fees. Our expense ratio was 30.8% in the first nine months of 2025 compared to 29.6% for the same period of 2024.

Income Tax Expense. Income tax expense for the nine months ended September 30, 2025 was $9.4 million, compared to $10.0 million for the same period in 2024. The effective tax rate for the Company increased to 20.4% for the nine months ended September 30, 2025 from 19.2% for the nine months ended September 30, 2024. The increase in the effective tax rate was due to an increase in state income taxes for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024.

Liquidity and Capital Resources

Our principal sources of operating funds are premiums, investment income and proceeds from sales and maturities of investments. Our primary uses of operating funds include payments of claims and operating expenses. Currently, we pay claims using cash flow from operations and invest the remaining funds.

Net cash provided by operating activities was $0.4 million for the nine months ended September 30, 2025, which represented a $12.9 million decrease from $13.4 million in net cash provided by operating activities for the nine months ended September 30, 2024. This decrease in operating cash flow was due to a $20.9 million increase in losses paid and a $3.4 million decrease in net investment income. Partially offsetting these impacts were a $9.7 million increase in premium collections, a $1.0 million decrease in underwriting expenses paid and a $0.8 million decrease in federal taxes paid.

Net cash provided by investing activities was $37.7 million for the nine months ended September 30, 2025, compared to net cash provided by investment activities of $38.6 million for the same period in 2024. Cash provided by sales and maturities of investments totaled $79.7 million for the nine months ended September 30, 2025, compared to $125.8 million for the same period in 2024. A total of $40.1 million in cash was used to purchase investments in the nine months ended September 30, 2025, compared to $86.4 million in purchases for the same period in 2024. A total of $2.0 million in cash was used to purchase property and equipment in the nine months ended September 30, 2025, compared to $0.8 million for the same period in 2024.

Net cash used in financing activities in the nine months ended September 30, 2025 was $27.4 million, compared to net cash used in financing activities of $27.0 million for the same period in 2024. In the nine months ended September 30, 2025, $22.4 million of cash was used for dividends paid to shareholders compared to $21.3 million in the same period of 2024. In the nine months ended September 30, 2025, there were repurchases of outstanding shares of our common stock of $4.1 million compared to $5.1 million for the same period in 2024. Share-based compensation related payroll tax withholding was $0.8 million in the nine months ended September 30, 2025, compared to $0.5 million in the same period in 2024.

Investment Portfolio

The carrying value of our investment portfolio, including cash and cash equivalents, totaled $817.0 million at September 30, 2025, compared to $832.8 million at December 31, 2024, a decrease of 1.9%. Purchases of fixed maturity securities are classified as available-for-sale or held-to-maturity at the time of purchase based on the individual security. The Company has the ability and positive intent to hold certain investments until maturity. Therefore, fixed maturity securities classified as held-to-maturity, as defined by FASB ASC Topic 320, Investments-Debt and Equity Securities, are recorded at amortized cost net of allowance for credit losses. Our equity securities and fixed maturity securities classified as available-for-sale are reported at fair value.

The composition of our investment portfolio, including cash and cash equivalents, as of September 30, 2025, is shown in the following table:


	Carrying Amount		Percentage of Portfolio
	(in thousands)
Fixed maturity securities—held-to-maturity:
States and political subdivisions	$	339,297		41.5	%
Corporate bonds		21,677		2.7	%
U.S. agency-based mortgage-backed securities		2,490		0.3	%
U.S. Treasury securities and obligations of U.S. government agencies		8,545		1.0	%
Asset-backed securities		9		—
Total fixed maturity securities—held-to-maturity		372,018		45.5	%
Fixed maturity securities—available-for-sale:
States and political subdivisions		161,623		19.8	%
Corporate bonds		134,822		16.5	%
U.S. agency-based mortgage-backed securities		3,760		0.5	%
U.S. Treasury securities and obligations of U.S. government agencies		14,399		1.8	%
Total fixed maturity securities—available-for-sale		314,604		38.6	%
Equity securities		56,568		6.9	%
Short-term investments		19,090		2.3	%
Cash and cash equivalents		54,747		6.7	%
Total investments, including cash and cash equivalents	$	817,027		100.0	%

Our debt securities classified as available-for-sale are “marked to market” as of the end of each calendar quarter. As of that date, unrealized gains and losses that are not credit related are recorded to accumulated other comprehensive loss. Any available-for-sale credit related losses would be recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to earnings, limited by the amount that the fair value is less than the amortized cost basis. Both the credit loss allowance and adjustment to net income can be reversed if conditions change.

For our debt securities classified as held-to-maturity, non-credit related unrecognized gains and losses are not recorded in the financial statements until realized. Effective upon the adoption of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses, management is required to estimate held-to-maturity expected credit related losses and recognize a credit loss allowance on the balance sheet with a corresponding adjustment to earnings. Subsequent adjustments to the estimated expected credit related losses are recognized through earnings within the category “provision for investment related credit loss benefit” and adjustments to the credit loss allowance.

Prior Year Development

The Company recorded favorable prior accident year development of $8.9 million in the three months ended September 30, 2025. The table below sets forth the favorable development for the three and nine months ended September 30, 2025 and 2024 for accident years 2020 through 2024 and, collectively, for all accident years prior to 2020.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	(in millions)
Accident Year
2024	$	—	$	—	$	—	$	—
2023		0.4		—		1.6		—
2022		1.4		0.5		3.7		1.8
2021		0.5		0.8		4.1		2.2
2020		0.4		1.3		5.2		4.8
Prior to 2020		6.2		5.9		11.6		16.4
Total net development	$	8.9	$	8.5	$	26.2	$	25.2

The table below sets forth the number of open claims as of September 30, 2025 and 2024, and the number of claims reported and closed during the three and nine months then ended.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Open claims at beginning of period		4,024			3,888			3,798			4,003
Claims reported		1,146			1,052			3,036			2,940
Claims closed		(1,251	)		(1,032	)		(2,915	)		(3,035	)
Open claims at end of period		3,919			3,908			3,919			3,908

The number of open claims at September 30, 2025 increased by 11 claims as compared to the number of open claims at September 30, 2024. At September 30, 2025, our incurred amounts for certain accident years, primarily 2011 through 2023, developed more favorably than management previously expected. The revisions to the Company’s reserves reflect new information gained by claims adjusters in the normal course of adjusting claims and is reflected in the Company's financial statements when the information becomes available. It is typical for more serious claims to take several years or longer to settle and the Company continually revises estimates as more information about claimants’ medical conditions and potential disability becomes known and the claims get closer to being settled. Multiple factors can cause both favorable and unfavorable loss development. The favorable loss development we experienced across accident years was largely due to favorable case reserve development from closed claims and claims where the worker had reached maximum medical improvement.

The assumptions we used in establishing our reserves were based on our historical claims data. However, as of September 30, 2025, actual results for certain accident years have been better than our assumptions would have predicted. We do not presently intend to modify our assumptions for establishing reserves in light of recent results. However, if actual results for current and future accident years are consistent with, or different than, our results in these recent accident years, our historical claims data will reflect this change and, over time, will impact the reserves we establish for future claims.

Our reserves for loss and loss adjustment expenses are inherently uncertain and our focus on providing workers’ compensation insurance to employers engaged in hazardous industries generally results in us receiving relatively fewer but more severe claims than many other workers’ compensation insurance companies. As a result of this focus on higher severity, lower frequency business, our reserve for loss and loss adjustment expenses may have greater volatility than other workers’ compensation insurance companies. For additional information, see Item 1, “Business—Loss Reserves” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk of potential economic loss principally arising from adverse changes in the fair value of financial instruments. The major components of market risk affecting us are credit risk, interest rate risk, and equity price risk. We currently have no exposure to foreign currency risk.

Since December 31, 2024, there have been no material changes in the quantitative or qualitative aspect of our market risk profile. For additional information regarding the Company’s exposure to certain market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that information we are required to disclose in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the SEC. We note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions.

Because of inherent limitations, management does not expect that our disclosure controls and procedures and our internal controls over financial reporting will prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate. Any control system, no matter how well designed and operated, is based upon certain assumptions and can only provide reasonable, not absolute assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to errors or fraud will not occur or that all control issues and instances of fraud, if any within the Company, have been detected.

There have not been any changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

As of September 30, 2025, we had repurchased a total of 1,776,468 shares of our outstanding common stock for $46.2 million since inception of our share repurchase program in 2010. The repurchases may be effected from time to time pursuant to trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act. The share repurchase program does not obligate the Company to repurchase any shares of the Company's common stock and may be modified, suspended or terminated at the discretion of the Board. The Board's determination will depend on a variety of factors including, but not limited to, the market conditions and applicable regulatory considerations. It is anticipated that any future repurchases will be funded from available capital.

The following table summarizes the Company’s purchases of its common stock, par value $0.01 per share, during the three months ended September 30, 2025:


Period	Total Number of Shares Purchased		Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (2)
							(in thousands)
July 1, 2025 to July 31, 2025		28,095	$	43.76		28,095	$	25,000
August 1, 2025 to August 31, 2025		—		—		—		25,000
September 1, 2025 to September 30, 2025		2,765		43.32		2,765		24,880
Total		30,860				30,860

(1) Average price paid per share includes commissions and excise tax.

(2) In July 2025, the Company announced a share repurchase program that replaced the Company's prior program, authorizing the repurchase of shares of the Company's common stock in an aggregate amount of up to $25.0 million with no expiration date.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the Company's fiscal quarter ended September 30, 2025, none of the Company's directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

Amended and Restated Bylaws

Effective October 28, 2025, the Board amended and restated the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”) primarily to modify certain provisions to align the Bylaws more closely with the current Texas Business Organizations Code (TBOC) and prevailing practices, including, among other things, to:

•

clarify (i) the quorum requirements for the transaction of business at shareholder meetings; (ii) the default voting standard for matters subject to shareholder votes; and (iii) the treatment of abstentions and broker non-votes (Article II, Sections 2.7 and 2.8);

•

modify the provisions of the Bylaws relating to the accessing the shareholder list to align more closely with the TBOC (Article II, Section 2.6);

•

clarify the authority and duties of the inspector of elections and presiding officer at any shareholder meeting (Article II, Sections 2.10, 2.11 and 2.12(f)); and

•

clarify authority to appoint or remove officers (Article V, Section 5.1).

The amendments to the Bylaws also replace with a more modernized version the provisions governing the requirements for providing advance notice of shareholder proposals and director nominations to be brought before a shareholder meeting to modify, clarify and add certain procedural and disclosure requirements, and address the “universal proxy” rules adopted by the SEC pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), including, among other things, to:

•

bifurcate procedures for shareholder proposals and director nominations and adds procedures for nomination of directors at a special meeting where election of directors is on the agenda (Article II, Section 2.12(a) and (b));

•

clarify and update certain procedural requirements for director nominations or other business to be properly brought before a meeting by a shareholder, including the requirements for a proper shareholder’s notice (and any update or supplement of such information) to be accurate and timely, and when a proposal or nomination may be disregarded (Article II, Section 2.12(a), (b), (d) and (e));

•

add provisions to address the “universal proxy” rules adopted by the SEC pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), including (i) requiring compliance with Rule 14a-19, (ii) not allowing additional or substitute nominees following expirations of applicable notice deadlines, (iii) limiting the number of shareholder nominees to the number of directors to be elected at the meeting, (iv) requiring a shareholder’s notice to include certain representations regarding its solicitation, (v) requiring reasonable documentary evidence of compliance with such representations and compliance with Rule 14a-19, and (vi) requiring that any shareholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white (Article II, Sections 2.12(b) and 2.9);

•

update the advance notice deadlines for annual meetings to be (1) at least 90 days and no more than 120 days prior to the anniversary of the prior year’s annual meeting for shareholder proposals (with alternative deadlines if the annual meeting date changes significantly), and (2) at least 90 days and no more than 120 days prior to the anniversary of the mailing of proxy materials for the prior year’s annual meeting for shareholder director nominations (Article II, Section 2.12(c));

•

add an advance notice deadline for shareholder director nominees to be eligible for election at a special meeting where the election of directors is on the agenda for such special meeting (Article II, Section 2.12(c));

•

add certain defined terms for clarity and consistency, including “close of business”, “shareholder associated person”, “beneficial owner,” “affiliates” and “associate” (Article II, Section 2.12(g)).

The Bylaws also include certain additional ministerial, technical, conforming, modernizing, streamlining and clarifying changes. The foregoing description is qualified in its entirety by the Bylaws, which are attached hereto as Exhibit 3.2 and incorporated herein by reference.

Shareholder Proposals and Nominations for the 2026 Annual Meeting of Shareholders

As noted, the Bylaws, revised the advance notice provision (Article II, Section 2.12). Below is an update to the “Shareholder Proposals for the 2026 Annual Meeting of Shareholders” section of the Company’s 2025 proxy statement, as filed with the SEC on April 30, 2025.

Shareholder Proposals and Nominations for the 2026 Annual Meeting of Shareholders

In order to be included in the Company’s proxy materials for the 2026 annual meeting of shareholders, a shareholder proposal must be received in writing by the Company at 2301 Highway 190 West, DeRidder, Louisiana 70634 by January 2, 2026 and otherwise comply with all applicable requirements of the SEC's rules for shareholder proposals.

In addition, the Company’s Bylaws provide that any shareholder who desires to bring a proposal (other than a nomination of director) at the 2026 annual meeting of shareholders must deliver timely written notice of the proposal that complies with the information and other requirements of the Company’s Bylaws to the Company’s Secretary at the above address, which must be received no later than March 8, 2026.

Under the Company’s Bylaws, any shareholder who desires to nominate a director for election at the 2026 annual meeting of shareholders must deliver timely written notice of the nominee that complies with the information and other requirements of the Company’s Bylaws to the Company’s Secretary at the above address, which must be received no later than February 1, 2026.

In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the additional requirements of Rule 14a-19 under the Exchange Act.

Item 6. Exhibits.


Exhibit No.		Description

3.1		Amended and Restated Certificate of Formation of AMERISAFE, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2010).

3.2		Amended and Restated Bylaws of the Company (as amended and restated on October 28, 2025).

31.1		Certification of G. Janelle Frost filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Anastasios Omiridis filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of G. Janelle Frost and Anastasios Omiridis filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.


		AMERISAFE, INC.

October 30, 2025		/s/ G. Janelle Frost
		G. Janelle Frost
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

October 30, 2025		/s/ Anastasios Omiridis
		Anastasios Omiridis
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 3.2

BYLAWS

of AMERISAFE, INC.

As Amended and Restated on October 28, 2025

Table of Contents

Page


ARTICLE I OFFICES		1
Section 1.1	Offices	1
ARTICLE II MEETINGS OF SHAREHOLDERS		1
Section 2.1	Time and Place of Meetings	1
Section 2.2	Annual Meetings	1
Section 2.3	Special Meetings	1
Section 2.4	Notice of Meetings	1
Section 2.5	Record Date	1
Section 2.6	Shareholder List	2
Section 2.7	Quorum	2
Section 2.8	Voting	2
Section 2.9	Method of Voting; Proxy; Proxy Card	3
Section 2.10	Inspectors of Election	3
Section 2.11	Presiding Officer	3
Section 2.12	Advance Notice.	4
ARTICLE III DIRECTORS		9
Section 3.1	Responsibilities	9
Section 3.2	Number; Election; Qualification; Term	9
Section 3.3	Vacancies; Increases	9
Section 3.4	Removal	10
Section 3.5	Place of Meetings	10
Section 3.6	Regular Meetings	10
Section 3.7	Special Meetings	10
Section 3.8	Purpose of Meetings	10
Section 3.9	Quorum; Majority Vote	10
Section 3.10	Procedure	10
Section 3.11	Presumption of Assent	11
Section 3.12	Compensation	11
Section 3.13	Committees	11
Section 3.14	Committee Procedures	11
Section 3.15	Action Without Meeting	11
ARTICLE IV NOTICES		12
Section 4.1	Method	12
Section 4.2	Waiver	12
ARTICLE V OFFICERS		12
Section 5.1	Number	12
Section 5.2	Term; Vacancies	12
Section 5.3	Removal	12


Section 5.4	Compensation	13
Section 5.5	Duties	13
ARTICLE VI INDEMNIFICATION OF DIRECTORS AND OFFICERS		13
Section 6.1	Indemnification	13
ARTICLE VII CERTIFICATES REPRESENTING SHARES		13
Section 7.1	Certificates	13
Section 7.2	Lost, Stolen, or Destroyed Certificates	14
Section 7.3	Transfer of Shares	14
Section 7.4	Registered Shareholders	14
Section 7.5	Regulations	14
Section 7.6	Legends	15
ARTICLE VIII GENERAL PROVISIONS		15
Section 8.1	Distributions and Share Dividends	15
Section 8.2	Checks	15
Section 8.3	Fiscal Year	15
Section 8.4	Seal	15
Section 8.5	Resignation	15
Section 8.6	Meetings by Means of Remote Communications	15
Section 8.7	Amendment of Bylaws	15

BYLAWS
OF
AMERISAFE, INC.

ARTICLE I
OFFICES

Section 1.1 Offices. AMERISAFE, Inc. (the “Corporation”) may have offices at such places, within or without the State of Texas, as the Board of Directors of the Corporation (the “Board”) may from time to time determine, or as the business of the Corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 2.1 Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place (or means of remote communications in accordance with Section 8.6), within or without the State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2 Annual Meetings. Annual meetings of shareholders shall be held on such date and time as shall be designated from time to time by the Board and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a class of directors of the Board and transact such other business as may properly be brought before the annual meeting.

Section 2.3 Special Meetings. Special meetings of the shareholders may be called by the Chairman of the Board or the President and shall be called by the Secretary upon written request, stating the purpose or purposes therefor, by a majority of the Board or by the holders of at least 25% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the Corporation. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 2.4 Notice of Meetings. Written or printed notice stating the place (or means of remote communications), day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 calendar days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 calendar days before the date of the meeting, by personal delivery, by mail or, with consent of the shareholder, by electronic transmission, by or at the direction of the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 2.5 Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own Shares), a share dividend, or in order to make a determination of shareholders for any other purpose, the Board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 calendar days, and, in the case of a meeting of shareholders, not less than 10 calendar days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no

record date is fixed for the determination of shareholders entitled to notice of or vote at a meeting of shareholders, or shareholders entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own Shares), a share dividend, or any other purpose, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such distribution, share dividend, or other matter is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 2.5, such determination shall apply to any adjournment thereof.

Section 2.6 Shareholder List. The officer or agent having charge of the transfer records for Shares shall make, at least 10 calendar days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of Shares held by each, which list, for a period of 10 calendar days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. The original transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer records or to vote at any meeting of shareholders.

Section 2.7 Quorum. A quorum shall be present at a meeting of shareholders if the holders of a majority of the Shares entitled to vote at the meeting are present in person (including by means of remote communications), represented by a duly authorized representative in the case of a corporation or other legal entity, or represented by proxy, unless otherwise provided in the Certificate of Formation of the Corporation (the “Certificate of Formation”). Unless otherwise provided in the Certificate of Formation, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Certificate of Formation, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the Shares who are present or represented by proxy at that meeting. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 2.8 Voting.

(a) Voting Standards. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the Shares is required by the Certificate of Formation or applicable law, the affirmative vote of the holders of a majority of the Shares entitled to vote on that matter and present or represented by proxy at a meeting of shareholders at which a quorum is present shall be the act of the shareholders. Unless otherwise provided in the Certificate of Formation, directors shall be elected by a plurality of the votes cast by the holders of the Shares at a meeting of shareholders at which a quorum is present.

(b) Treatment of Broker Non-Votes, Abstentions and Withheld Votes.

(i) Except as otherwise required by applicable law, Shares abstaining from voting shall: (i) be counted as present for purposes of determining whether a quorum is present; (ii) have the effect of a vote cast against a proposal where the vote required to approve such proposal is the affirmative vote of the holders of a majority of the Shares entitled to vote on that matter and present or represented by proxy; and (iii) have the effect of a vote cast against a proposal where the vote required to approve such proposal is the affirmative vote of the holders of two-thirds of the Shares. With respect to the election of directors, withheld Shares shall have no effect on the outcome of the plurality vote on director nominees.

(ii) Except as otherwise required by applicable law, a broker non-vote shall: (i) be counted as present for purposes of determining whether a quorum is present (if a discretionary matter is to be considered at the meeting); (ii) have no effect on the outcome of the vote where the vote required to approve such proposal is the affirmative vote of the holders of a majority of the Shares entitled to vote on that matter and present or represented by proxy; and (iii) have the effect of a vote cast against a proposal where the vote required to approve such proposal is the affirmative vote of the holders of two-thirds of the Shares. With respect to the election of directors, a broker non-vote shall have no effect on the outcome of the plurality vote on director nominees.

Section 2.9 Method of Voting; Proxy; Proxy Card. Each outstanding share of the Corporation’s common stock (“Share” or “Shares”) shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless the Certificate of Formation provides for more or less than one vote per Share or limits or denies voting rights to the holders of the shares of any class or series of securities of the Corporation or as otherwise provided by applicable law. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity, or by proxy executed in writing by the shareholder or by his, her or its duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use for solicitation by the Board.

Section 2.10 Inspectors of Election. The presiding officer of each meeting of shareholders shall appoint one or more persons to act as inspectors of election. The inspectors of election shall report to the meeting the number of Shares present or represented by proxy. The inspectors of elections shall oversee the vote of the shareholders for the election of directors and for any other matters that are properly brought before the meeting; receive a ballot evidencing votes cast by the Corporation’s proxy holder; assist the presiding officer in determining whether a person has the right to attend the meeting and vote Shares; collect, count and report the results of ballots cast by any shareholders (or their representatives) voting in person at the meeting; and perform such other duties as may be required by the presiding officer.

Section 2.11 Presiding Officer. The Chairman of the Board, or such other officer of the Corporation designated by the Chairman of the Board or the Board, will act as presiding officer at

meetings of the shareholders. Unless otherwise determined by the Board prior to the meeting, the presiding officer will determine the order of business and have the authority in his or her sole discretion to regulate the conduct of any shareholder meeting, including without limitation imposing restrictions on the persons (other than shareholders of the Corporation or their legal representative or duly appointed proxies with appropriate evidence of such) who may attend and vote at any meeting, ascertaining whether any shareholder (or their legal representative or proxy) may be excluded from any meeting for any reason or expelled from the meeting if any such person has unduly disrupted (or is likely to disrupt) the meeting, and determining the circumstances in which any person may make a statement or ask questions at any meeting.

Section 2.12 Advance Notice.

(a) Except for the election of directors (which shall be governed in accordance with the procedures in Section 2.12(b)), no business shall be conducted at an annual meeting of shareholders other than business properly brought before the annual meeting (x) pursuant to the Corporation’s notice of annual meeting (or any supplement thereto) by or at the direction of the Board (or any duly authorized committee thereof), (y) otherwise by or at the direction of the Board (or any duly authorized committee thereof), or (z) by any shareholder of the Corporation who complies with the notice procedures set forth in this Section 2.12(a) and is a shareholder of record of the Corporation (i) at the time the notice provided for in this Section 2.12(a) is delivered to the secretary of the Corporation, (ii) on the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting, and (iii) on the date of the annual meeting. Except for proposals made properly and timely in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included in the Corporation’s notice of the annual meeting, the foregoing clause (z) shall be the exclusive means for a shareholder to propose business to be brought before an annual meeting. For business to be properly brought before an annual meeting by a shareholder pursuant to the foregoing clause (z), the shareholder must have given notice thereof in writing to the secretary of the Corporation that is timely and properly delivered in accordance with Section 2.12(c) and any such proposed business must constitute a proper matter for shareholder action. A shareholder’s notice to the secretary shall set forth:

(i) as to each matter the shareholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event such business includes a proposal to amend the Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting;

(ii) as to the shareholder and the Shareholder Associated Person, if any and as applicable, giving the notice:

(A) name and address, and the number of shares (with class or series, as applicable) of the Corporation which are directly or indirectly owned beneficially or of record, or which they have the right to acquire;

(B) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business (including any anticipated benefit);

(D) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder or any Shareholder Associated Person has a right to vote, directly or indirectly, any stock of the Corporation or pursuant to which any other person has the right to vote, directly or indirectly, any stock owned by such shareholder or Shareholder Associated Person;

(E) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and any Shareholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power or pecuniary or economic interest of, such shareholder and Shareholder Associated Person with respect to shares of stock of the Corporation;

(F) a representation (i) that such shareholder owns stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to propose such business, and (ii) as to whether the shareholder intends, or is part of a group which intends, (A) to deliver a proxy statement and/or form of proxy to holders of record of at least the percentage of voting power of all of the outstanding shares of the Corporation’s capital stock required to approve or adopt the proposal or (B) otherwise to solicit proxies from shareholders in support of such proposal; and

(G) any other information that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies with respect to business brought at the annual meeting pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(b) Only persons who are nominated in accordance with the procedures set forth in this Section 2.12(b) shall be eligible for election as directors. Nominations of persons for election to the Board may be made at an annual meeting or a special meeting at which directors are to be elected pursuant to the Corporation’s notice of meeting (x) by or at the direction of the Board (or any duly authorized committee thereof) or (y) by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.12(b) and who is a shareholder of record of the Corporation (i) at the time the notice provided for in this Section 2.12(b) is delivered to the secretary of the Corporation, (ii) on the record date for the determination of shareholders entitled to notice of and to vote at the meeting and (iii) on the date of the meeting. For nominations to be properly made by a shareholder pursuant to this Section 2.12(b), the shareholder must have given notice in writing to the secretary of the Corporation that is timely and properly delivered in accordance with Section 2.12(c). The number of nominees a shareholder may nominate for election at any annual or special meeting shall not exceed the number of directors to be elected at such annual or special meeting. Such shareholder’s notice shall set forth:

(i) as to each person whom the shareholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in any proxy statement, form of proxy and ballot for the meeting as a nominee and to serve as a director for the full term if elected); and

(ii) as to each such nominee, the shareholder giving the notice, and any Shareholder Associated Person, if any, as applicable:

(B) a description of any agreement, arrangement or understanding with respect to the nomination, including any information on compensation by third parties related to the nomination for election or re-election of the nominee as a director of the Corporation;

(C) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which such nominee, shareholder or any Shareholder Associated Person has a right to vote, directly or indirectly, any stock of the Corporation or pursuant to which any other person has the right to vote, directly or indirectly, any stock owned by such nominee, shareholder or Shareholder Associated Person;

(D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such nominee, shareholder and any Shareholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power or pecuniary or economic interest of, such nominee, shareholder and Shareholder Associated Person with respect to shares of stock of the Corporation;

(E) a representation from the shareholder (i) that such shareholder owns stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, and (ii) as to whether the shareholder intends, or is part of a group which intends, (A) to deliver a proxy statement and/or form of proxy to holders of record of at least the percentage of voting power of all of the outstanding shares of the Corporation reasonably believed by the shareholder to be sufficient to elect the nominee or nominees proposed to be nominated by the shareholder, (B) otherwise to solicit proxies from shareholders in support of such nomination, or (C) to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees pursuant to Rule 14a-19 under the Exchange Act; and

(F) any other information that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies with respect to business brought at an annual or special meeting pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

Each nominee shall provide all completed and signed questionnaires prepared by the Corporation (including those questionnaires required annually in the ordinary course of all other director nominees and any other questionnaire the Corporation determines necessary or advisable to assess whether the nominee will satisfy any qualifications or requirements imposed by these Bylaws, any applicable law, rule, regulation or listing standard, or the Corporation’s other policies or guidelines applicable to the Board, which policies or guidelines shall be provided upon request), and supplement such information promptly upon request by the Corporation.

Upon request by the Corporation, if any shareholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act.

(c) To be timely, any notice delivered under Section 2.12(a) in connection with an annual meeting must be delivered to and received by the secretary at the headquarters of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 90 days after such anniversary date, or if no annual meeting was held in the preceding year, to be timely, notice by the shareholder must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which the Corporation first publicly announces the date of such annual meeting. To be timely, any notice delivered under Section 2.12(b) in connection with an annual meeting must be delivered to and received by the secretary at the headquarters of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the prior year’s annual meeting. To be timely with respect to a special meeting at which directors are to be elected pursuant to the Corporation’s notice of special meeting, any notice delivered under Section 2.12(b) must be delivered to and received by the Secretary of the Corporation at the headquarters of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which the Corporation first publicly announces the date of such special meeting. In no event shall the public announcement of an adjournment, recess or postponement of an annual or special meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above, and a shareholder shall not be entitled to make additional or substitute nominations following the expirations of the time periods set forth in these Bylaws. In the event any shareholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, the minimum timeliness requirements for any notice delivered under Section 2.12(b) shall apply despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A of the Exchange Act, including with respect to any statements or information

required to be provided to the Corporation pursuant to Rule 14a-19 of the Exchange Act by a shareholder and not otherwise specified herein.

(d) A shareholder providing notice of proposed business to be brought before an annual meeting pursuant to Section 2.12(a) or a nomination for director at an annual meeting or a special meeting pursuant to Section 2.12(b) shall (i) further update and supplement such notice, as necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.12 shall be true and correct as of the record date for such meeting and as of the date that is 15 days prior to the meeting or any adjournment, recess or postponement thereof, (ii) shall promptly deliver such update and supplement to the Secretary of the Corporation at the headquarters of the Corporation within five days of either or both such dates, as necessary, and (iii) shall promptly provide, upon the Corporation’s written request, reasonable documentary evidence (as determined by the Secretary of the Corporation in good faith) that such shareholder has complied with all representations furnished in connection with such notice. For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 2.12 or any other section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any shareholder’s notice, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a shareholder who has previously submitted a shareholder’s notice under these Bylaws to amend or update any proposal or to submit any new proposal or nominee, including by changing or adding matters, business and/or resolutions proposed to be brought before a meeting.

(e) If a shareholder delivers a notice of proposed business to be brought before an annual meeting under Section 2.12(a) or a nomination for director at an annual meeting or a special meeting under Section 2.12(b), then, notwithstanding any provision in this Section 2.12 to the contrary, the business or nominations proposed by such notice shall not be transacted if the shareholder of record furnishing such notice fails to appear in person (including by means of remote communications, if any) or by proxy at the applicable meeting to present the proposed business or nominations (and any proxies or voting instructions received in respect of the proposed business or nominee(s) shall be disregarded), regardless of whether such proposed business or nominee is included in any proxy materials for the meeting (or any supplement thereto), unless and to the extent applicable law otherwise provides or such failure is waived by the presiding officer at the applicable meeting. Further, unless otherwise required by law, if a shareholder (a) provides notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to any proposed nominee for election as a director of the Corporation and (b) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such shareholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act in accordance with Section 2.12(b)), then the nomination of each such proposed nominee shall be disregarded (and any proxies or voting instructions received in respect of the election of such nominee(s) shall be disregarded), regardless of whether than nominee is included in any proxy materials for the meeting (or any supplement thereto).

(f) The presiding officer at any annual or special meeting shall have the power to disregard any notice furnished under Section 2.12(a) or Section 2.12(b) that fails to comply with all applicable requirements of this Section 2.12, as authorized by the Board and/or pursuant to any rules or regulations for the conduct of meetings of the shareholders adopted by the Board or presiding officer at any such meeting.

(g) For purposes of this Section 2.12, (1) the “close of business” shall mean 5:00 p.m. local time at the headquarters of the Corporation on any calendar day, whether or not the day is a business day, (2) a “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act, (3) “beneficial owner,” “affiliate,” and “associate” shall have the meaning given in the Exchange Act, (4) “shareholder” shall mean the holder of record or beneficial owner of the Corporation’s shares, as applicable, and (5) “Shareholder Associated Person” of any shareholder shall mean (a) any beneficial owner of shares of stock of the Corporation on whose behalf any nomination or proposal is made by such shareholder, and (b) any affiliates or associates of such shareholder or any beneficial owner described in clause (a).

(h) In addition to the provisions of this Section 2.12, a shareholder shall also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth herein.

(i) Nothing in this Section 2.12 shall be deemed to affect any rights of the holders of any series of preferred stock of the Corporation or the rights of a shareholder pursuant to Rule 14a-8 or Rule 14a-19 under the Exchange Act.

ARTICLE III
DIRECTORS

Section 3.1 Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board.

Section 3.2 Number; Election; Qualification; Term. The number of directors shall be fixed from time to time by the Board; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The directors shall be elected at the annual meeting of the shareholders, as provided in this Section 3.2, except as otherwise provided in Section 3.3. The directors shall be classified, with respect to the time for which each director holds office, into three classes, each class to be as nearly equal in number as possible, as determined by the Board, with members of each class to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of the election of such class (except as provided in Section 3.3) and until their successor is elected and qualified or until his or her earlier death, retirement, resignation or removal for cause in accordance with the provisions of these Bylaws. Directors need not be residents of the State of Texas or shareholders of the Corporation, but they must have been nominated in accordance with the procedures set forth in these Bylaws in order to be eligible for election as directors.

Section 3.3 Vacancies; Increases. Any vacancy occurring on the Board (by death, retirement, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, or by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum. Each director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship

to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose, or by the Board for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board may not fill more than two such new directorships during the period between any two successive annual meetings of shareholders.

Section 3.4 Removal. At any meeting of shareholders called expressly for that purpose, any director may be removed, but only for cause, by the affirmative vote of the holder or holders of two-thirds of the Shares.

Section 3.5 Place of Meetings. Meetings of the Board may be held either within or without the State of Texas, or by means of remote communication in accordance with Section 8.6.

Section 3.6 Regular Meetings. Regular meetings of the Board may be held at such time and at such place, if any, as shall from time to time be determined by the Board. Regular meetings of the Board may be held without notice.

Section 3.7 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board or by the President of the Corporation and shall be called by the Secretary of the Corporation on the written request of not less than a majority of the directors then in office. Notice specifying the time and place (or means of remote communications) of special meetings shall be given to each director at least one day before the date of the meeting, or on such shorter notice as the person or persons calling the meeting may deem necessary or appropriate under the circumstances, either personally or by telephone, mail or, with consent of the director, electronic transmission, including email text message or similar means of communications.

Section 3.8 Purpose of Meetings. Neither the purpose of, nor the business to be transacted at, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 3.9 Quorum; Majority Vote. At all meetings of the Board, the presence of a majority of the directors present in person (or by means of remote communications) shall constitute a quorum for the transaction of business, unless a different number is specifically required by the Certificate of Formation, these Bylaws or applicable law. The act of a majority of the directors present at a meeting of the Board at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by the Certificate of Formation, these Bylaws or applicable law. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If a quorum is initially present at any meeting of the Board, the directors may continue to transact business notwithstanding the withdrawal of enough directors to leave less than a quorum, upon a resolution adopted by at least a majority of the required quorum for that meeting prior to the loss of the quorum.

Section 3.10 Procedure. At meetings of the Board, business shall be transacted in such order as the Board may determine from time to time. The Chairman of the Board, if such office has been filled, and, if not or if the Chairman of the Board is absent or otherwise unable to act, a chairman chosen by the Board from among the directors present, will preside over the meeting of

the Board. The Secretary of the Corporation shall act as the secretary of the meetings of the Board, unless the Board appoints another person to act as secretary of the meeting. The Board shall keep regular minutes of its proceedings which shall be placed in the minute book of the Corporation.

Section 3.11 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.12 Compensation. The Board or any committee thereof shall have authority to fix the compensation, including fees and reimbursement of expenses, paid to directors for attendance at regular or special meetings of the Board, any committee thereof or for any other services to the Corporation; provided, however, that nothing contained in these Bylaws shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.

Section 3.13 Committees. The Board may by resolution establish from among its members one or more committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Certificate of Formation or these Bylaws, shall have and may exercise all of the authority of the Board, except as otherwise provided by applicable law. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by applicable law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board.

Section 3.14 Committee Procedures. Except as may be otherwise provided in a resolution or resolutions adopted by the Board, the presence of a majority of the members of a committee present in person (or by means of remote communications) shall constitute a quorum and a majority vote of the members of a committee at a meeting at which a quorum is present shall be the act of the committee. A committee shall keep minutes of its proceedings, and shall report its proceedings to the Board when required or when requested by a director to do so.

Section 3.15 Action Without Meeting. Unless otherwise restricted by the Certificate of Formation or these Bylaws, any action required or permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if a consent in writing (including by electronic transmission), setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting of the Board or committee thereof, as the case may be.

ARTICLE IV
NOTICES

Section 4.1 Method. Whenever by the Certificate of Formation, these Bylaws, applicable law or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, (i) by mail, postage prepaid, addressed to the director or shareholder at the last address known by the Corporation for such director or shareholder at the address appearing on the records of the Corporation or (ii) with consent of the director or shareholder, by electronic transmission, (b) by telephone, or (c) by any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail. If electronically transmitted, such notice shall be deemed given when transmitted to a facsimile number or electronic mail address provided by the director or shareholder for the purpose of receiving notice.

Section 4.2 Waiver. Whenever by the Certificate of Formation, these Bylaws or applicable law, any notice of a meeting is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a director, committee member or shareholder at a meeting shall constitute a waiver of notice of such meeting, except where such person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the basis that the meeting was not lawfully called or convened.

ARTICLE V
OFFICERS

Section 5.1 Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board. The Board may also elect a Chairman of the Board, a Chief Executive Officer and a Chief Financial Officer. The Board may appoint, or may empower the Chief Executive Officer to appoint, a Treasurer, a General Counsel, a Controller, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents as the Board or the Chief Executive Officer shall deem necessary or appropriate in the conduct of the affairs of the Corporation with such designations, titles, seniority, duties and responsibilities as the Board or the Chief Executive Officer shall deem advisable. Any two or more offices may be held by the same person.

Section 5.2 Term; Vacancies. An officer of the Corporation shall hold office until his or her successor is elected and qualified, until his or her death or until he or she shall retire, resign or shall have been removed in accordance with these Bylaws. Any vacancy occurring in any office of the Corporation shall be filled by the Board or Chief Executive Officer, as applicable.

Section 5.3 Removal. Any officer elected by the Board or Chief Executive Officer may be removed by the Board or Chief Executive Officer, as applicable, whenever in their judgment the best interests of the Corporation will be served thereby. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the

date of the election of his or her successor, his or her death, his or her retirement, resignation or his or her removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee benefit plan.

Section 5.4 Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board or a committee thereof. The compensation of the Chief Executive Officer shall be fixed by the Board or a committee thereof. The compensation of all other officers and agents of the Corporation shall be fixed by the Board or a committee thereof, or the Board may delegate the power to fix the compensation of any such other officers and agents of the Corporation to an officer of the Corporation.

Section 5.5 Duties. The officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 6.1 Indemnification. Each person who is or was a director or officer of the Corporation, or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, administrator, agent or similar functionary of another corporation, other enterprise or organization or employee benefit plan shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Texas Business Organizations Code, as amended (the “TBOC”). Reasonable expenses incurred by a director or officer of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under the TBOC. The right to indemnification under this Article VI shall be a contract right. In the event of the death of any person having a right of indemnification under this Article VI, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article VI will not be exclusive of any other right which any person may have or hereinafter acquire under any bylaw, resolution of shareholders or the Board, agreement, applicable law or otherwise. Any amendment or repeal of this Article VI shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal.

ARTICLE VII
CERTIFICATES REPRESENTING SHARES

Section 7.1 Certificates. The Corporation shall deliver certificates representing Shares to which shareholders are entitled, or such Shares may be uncertificated. In accordance with Chapter 8 of the Texas Business and Commerce Code or any successor provision, the Corporation shall, after the issuance or transfer of uncertificated Shares, send to the registered owner of uncertificated Shares a written notice containing the information required to be set forth or stated on such certificates pursuant to the TBOC. Except as otherwise expressly provided by law, the

rights and obligations of the holders of uncertificated Shares and the rights and obligations of the holders of certificates representing Shares of the same class and series shall be identical. Each certificate representing Shares shall be in such form as shall be approved by the Board. The certificates shall be signed by the Chairman of the Board, the Chief Executive Officer, the President, or a Vice President, and also by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and such signature may be electronic. If any officer, transfer agent, or registrar who has signed or whose signature has been placed upon a certificate has ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and the number of Shares.

Section 7.2 Lost, Stolen, or Destroyed Certificates. In place of any certificate or certificates representing Shares and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates representing Shares that was or were lost or destroyed, the Board may (a) direct a new certificate or certificates to be issued or (b) direct uncertificated Shares to be issued. When authorizing such issuance of Shares, the Board may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond with a surety or sureties satisfactory to the Corporation in such sum as it may direct as indemnity against any claim or expense resulting from a claim that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

Section 7.3 Transfer of Shares. Shares shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of Shares shall be made on the books of the Corporation, and in the case of certificated Shares, only by the person named in the certificate (or by their duly authorized attorneys or legal representatives) and upon the surrender of the certificate therefore, properly endorsed for transfer or accompanied by proper evidence of succession, assignment, or authority to transfer; or, in the case of uncertificated Shares, upon receipt of proper transfer instructions from the registered holder of the Shares (or by their duly authorized attorneys or legal representatives) and compliance with appropriate procedures for transferring Shares in uncertificated form. With respect to certificated Shares, every certificate exchanged, returned, or surrendered to the Corporation shall be cancelled. No transfer of Shares shall be valid as against the Corporation for any purpose until it shall have been entered in the transfer records of the Corporation by an entry showing from and to whom transferred.

Section 7.4 Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any Share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law.

Section 7.5 Regulations. The Board shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration or the replacement of certificates for Shares.

Section 7.6 Legends. The Board shall have the power and authority to provide that the certificates representing Shares bear such legends as the Board deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VIII
GENERAL PROVISIONS

Section 8.1 Distributions and Share Dividends. Subject to any provision of the Certificate of Formation or applicable law, distributions (in the form of cash or property) or share dividends may be declared by the Board at any regular or special meeting of the Board.

Section 8.2 Checks. All checks, demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Section 8.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board; provided, however, that if such fiscal year is not fixed by the Board and the Board does not defer determination of the fiscal year, the fiscal year shall be the calendar year.

Section 8.4 Seal. The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.

Section 8.5 Resignation. Any director, committee member or officer may resign by so stating at any meeting of the Board or by giving written notice to the Board, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Such resignation shall take effect at the time specified therein, or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 8.6 Meetings by Means of Remote Communications. Unless otherwise restricted by the Certificate of Formation, the Board or any committee of the Board or shareholders of the Corporation may participate in and hold meetings by means of telephone, videoconference or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the basis that the meeting is not lawfully called or convened.

Section 8.7 Amendment of Bylaws. The Board may amend or repeal these Bylaws, or adopt new bylaws, unless (a) such power shall be reserved exclusively to the shareholders in whole or part by the Certificate of Formation or by applicable law or, (b) the shareholders in amending, repealing or adopting a particular bylaw shall have expressly provided that the Board may not amend or repeal that bylaw. Unless the Certificate of Formation or a bylaw adopted by the shareholders shall provide otherwise as to all or some portion of the Corporation’s bylaws, the shareholders may amend, repeal or adopt (but only by the affirmative vote of the holders of not less than two-thirds of the Shares) the Corporation’s bylaws even though the bylaws may also be amended, repealed or adopted by the Board. Notwithstanding the foregoing, any amendment or repeal of Article VI of these Bylaws shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal.

Exhibit 31.1

CERTIFICATIONS

I, G. Janelle Frost, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AMERISAFE, Inc.;

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: October 30, 2025		/s/ G. Janelle Frost
		G. Janelle Frost
		President and Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Anastasios Omiridis, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AMERISAFE, Inc.;

(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: October 30, 2025		/s/ Anastasios Omiridis
		Anastasios Omiridis
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350,

AS ADOPTED PURSUANT TO § 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q of AMERISAFE, Inc., a Texas corporation (the “Company”), for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s 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 as of the dates and for the periods expressed in the Report.


Date: October 30, 2025		/s/ G. Janelle Frost
		G. Janelle Frost
		President and Chief Executive Officer
		(Principal Executive Officer)

		/s/ Anastasios Omiridis
		Anastasios Omiridis
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

ARTICLE IOFFICES

Section 1.1 Offices. AMERISAFE, Inc. (the “Corporation”) may have offices at such places, within or without the State of Texas, as the Board of Directors of the Corporation (the “Board”) may from time to time determine, or as the business of the Corporation may require.

ARTICLE IIMEETINGS OF SHAREHOLDERS

Section 2.8 Voting.

Section 2.11 Presiding Officer. The Chairman of the Board, or such other officer of the Corporation designated by the Chairman of the Board or the Board, will act as presiding officer at

Section 2.12 Advance Notice.

ARTICLE IIIDIRECTORS

Section 3.1 Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board.

Section 3.4 Removal. At any meeting of shareholders called expressly for that purpose, any director may be removed, but only for cause, by the affirmative vote of the holder or holders of two-thirds of the Shares.

Section 3.5 Place of Meetings. Meetings of the Board may be held either within or without the State of Texas, or by means of remote communication in accordance with Section 8.6.

Section 3.6 Regular Meetings. Regular meetings of the Board may be held at such time and at such place, if any, as shall from time to time be determined by the Board. Regular meetings of the Board may be held without notice.

Section 3.8 Purpose of Meetings. Neither the purpose of, nor the business to be transacted at, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

the Board. The Secretary of the Corporation shall act as the secretary of the meetings of the Board, unless the Board appoints another person to act as secretary of the meeting. The Board shall keep regular minutes of its proceedings which shall be placed in the minute book of the Corporation.

ARTICLE IVNOTICES

ARTICLE VOFFICERS

date of the election of his or her successor, his or her death, his or her retirement, resignation or his or her removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee benefit plan.

ARTICLE VIINDEMNIFICATION OF DIRECTORS AND OFFICERS

ARTICLE VIICERTIFICATES REPRESENTING SHARES

Section 7.5 Regulations. The Board shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration or the replacement of certificates for Shares.

Section 7.6 Legends. The Board shall have the power and authority to provide that the certificates representing Shares bear such legends as the Board deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VIIIGENERAL PROVISIONS

Section 8.1 Distributions and Share Dividends. Subject to any provision of the Certificate of Formation or applicable law, distributions (in the form of cash or property) or share dividends may be declared by the Board at any regular or special meeting of the Board.

Section 8.2 Checks. All checks, demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Section 8.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board; provided, however, that if such fiscal year is not fixed by the Board and the Board does not defer determination of the fiscal year, the fiscal year shall be the calendar year.

Section 8.4 Seal. The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.

ARTICLE I
OFFICES

ARTICLE II
MEETINGS OF SHAREHOLDERS

ARTICLE III
DIRECTORS

ARTICLE IV
NOTICES

ARTICLE V
OFFICERS

ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS

ARTICLE VII
CERTIFICATES REPRESENTING SHARES

ARTICLE VIII
GENERAL PROVISIONS