Kemper Corporation 5.875% Fixed-Rate Reset Junior Subordinated filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$KMPB
Property-Casualty Insurers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2025
(Exact name of registrant as specified in its charter)
Commission File Number: 001-18298
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2.below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Section 5 – Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
As previously disclosed, Duane A. Sanders departed from his role as Executive Vice President and Chief Claims Officer, P&C of Kemper Corporation (“Kemper” or the “Company”), effective October 22, 2025, and will continue to serve as the Company’s Executive Vice President, Executive Advisor through December 31, 2025. In connection with Mr. Sanders’ termination by the Company without cause, on December 16, 2025, the Company and Mr. Sanders entered into a Separation and Release Agreement (the “Separation Agreement”), pursuant to which, in exchange for Mr. Sanders’ execution and non-revocation of the Separation Agreement, and his compliance with the obligations set forth in the Separation Agreement, including a general waiver and release of any claims against the Company and its affiliates and compliance with restrictive covenants relating to non-competition and non-solicitation and a standstill provision, Mr. Sanders is entitled to (i) a cash severance benefit equal to one and one-half times the sum of Mr. Sanders’ base salary and target bonus ($2,025,000), (ii) continued eligibility for a 2025 annual bonus based on his service through December 31, 2025, with the payout determined based on actual achievement of the underlying financial, individual and strategic goals, (iii) reimbursement for the employer portion of continued healthcare coverage for 18 months, and (iv) financial planning services for 12 months. In addition, because Mr. Sanders will satisfy the requirements for retirement vesting under certain of his outstanding equity awards, in accordance with the terms of such equity award agreements, such equity awards will remain outstanding and continue to vest in accordance with their terms, subject to the terms of such award agreements, including Mr. Sanders’ compliance with the restrictive covenants included in such award agreements.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit Number | Exhibit Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 hereunto duly authorized.
| Kemper Corporation | ||||||||||||||
| Date: | December 19, 2025 | /s/ Baird Allis | ||||||||||||
| Baird Allis | ||||||||||||||
| Assistant Secretary | ||||||||||||||