
Per Senior Note | Total | |||||
Public Offering Price(1) | % | $ | ||||
Underwriting discount | % | $ | ||||
Proceeds, before expenses, to us | % | $ | ||||
(1) | Plus accrued interest, if any, from , 2025. |
PNC Capital Markets LLC | BMO Capital Markets | J.P. Morgan | ||||
Per Senior Note | Total | |||||
Public Offering Price(1) | % | $ | ||||
Underwriting discount | % | $ | ||||
Proceeds, before expenses, to us | % | $ | ||||
(1) | Plus accrued interest, if any, from , 2025. |
PNC Capital Markets LLC | BMO Capital Markets | J.P. Morgan | ||||
• | incur additional debt, including debt secured by our assets or our subsidiaries’ assets; |
• | pay dividends on or purchase or redeem capital stock; |
• | sell assets (other than certain restrictions on our ability to consolidate, merge or sell all or substantially all of our assets and our ability to sell the stock of certain subsidiaries); |
• | enter into transactions with our affiliates; or |
• | create liens (other than certain limitations on creating liens on the stock of certain subsidiaries). |
• | the time remaining to the maturity of the notes; |
• | the outstanding amount of the notes; |
• | the terms related to optional redemption of the notes; |
• | ratings on our debt securities assigned by rating agencies; |
• | the prevailing interest rates being paid by other companies similar to us and/or with credit profiles similar to ours; |
• | our results of operations, financial condition and prospects; and |
• | the condition of the financial markets generally. |
• | on an actual basis; and |
• | on an as adjusted basis to reflect the principal amount of the notes offered by this prospectus supplement, and the application of the net proceeds from the offering as described in “Use of Proceeds.” |
June 30, 2025 | ||||||
Actual | As Adjusted | |||||
(Dollars in millions) | ||||||
Cash(1) | $40.9 | $ | ||||
Short-term debt: | ||||||
Revolving Credit Facility | $— | $ | ||||
Long-term debt, current and noncurrent: | ||||||
4.50% Senior Notes due 2025, Aggregate principal amount of $250,000 less unamortized debt issuance costs of $0.1 | 249.9 | |||||
7.25% Senior Notes due 2028, Aggregate principal amount of $300,000 less unaccrued discount of $0.3 and unamortized debt issuance costs of $2.1 | 297.6 | |||||
% Senior Notes due(2) | — | |||||
Total debt | $547.5 | $ | ||||
Stockholders’ equity: | ||||||
Preferred stock, $0.001 par value, authorized 1,000,000 shares; none issued | $— | $ | ||||
Common stock $0.001 par value, authorized 75,000,000 shares; issued, 67,179,644 | 0.1 | |||||
Additional paid-in capital | 530.4 | |||||
Retained earnings | 1,586.5 | |||||
Accumulated other comprehensive income (loss), net of taxes(3) | (217.1) | |||||
Treasury stock, at cost, 26,345,978 shares | (539.6) | |||||
Total stockholders’ equity | $1,360.3 | $ | ||||
Total debt and capitalization | $1,907.8 | $ | ||||
(1) | Our cash is held principally within our subsidiaries, through which we conduct substantially all of our operations. However, the ability of our subsidiaries which are insurance companies to distribute cash to us is subject to regulatory restrictions, and none of our subsidiaries are obligated to make funds available to us for payment on the notes. See “Risk Factors — Risks Related to This Offering—We are a holding company and may not have access to the cash that is needed to make payment on the notes.” |
(2) | In connection with the notes issued in this offering, we will have approximately $ million outstanding carrying amount of our % Senior Notes due (face amount of $ million, less issuance discount of approximately $ million). |
(3) | Accumulated other comprehensive income (loss), net of taxes, was comprised of (i) approximately $(309.9) million in net unrealized investment losses on fixed maturities securities, (ii) approximately $99.8 million in net reserve remeasurements attributable to discount rates and (ii) approximately $(7.0) million related to the net funded status of benefit plans at June 30, 2025. |
• | our general unsecured senior obligations; |
• | equal in ranking with all of our existing and future senior unsecured indebtedness; and |
• | senior in right of payment to all of our existing and future subordinated indebtedness. |
(1) | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus basis points less (b) interest accrued to the date of redemption, and |
(2) | 100% of the principal amount of the notes to be redeemed, |
• | the voting securities of any “significant subsidiary,” or |
• | the voting securities of a subsidiary that owns, directly or indirectly, the voting securities of any of the “significant subsidiaries,” |
• | the issuance, sale, assignment, transfer or other disposition is required to comply with the order of a court or regulatory authority of competent jurisdiction, other than an order issued at our request or the request of one of our subsidiaries; |
• | the entire capital stock of a significant subsidiary then owned by us or one of our subsidiaries is disposed of in a single transaction or in a series of related transactions, for consideration consisting of cash or other property which is at least equal to the Fair Value (as defined below) of such capital stock; or |
• | after giving effect to the issuance, sale, assignment, transfer or other disposition, we and our subsidiaries would own directly or indirectly at least 80% of the issued and outstanding capital stock of such significant subsidiary and such issuance, sale, assignment, transfer or other disposition is made for consideration consisting of cash or other property which is at least equal to the Fair Value of such capital stock. |
• | interest paid on the notes is not effectively connected with your conduct of a trade or business in the United States; |
• | you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of the Code and applicable United States Treasury Regulations; |
• | you are not a controlled foreign corporation that is related directly or indirectly to us; |
• | you are not a bank whose receipt of interest on the notes is in connection with an extension of credit made pursuant to a loan agreement entered into in the ordinary course of your trade or business; and |
• | you meet certain certification requirements. |
• | You provide to us or our paying agent a statement on the applicable IRS Form W-8, together with all appropriate attachments, signed under penalties of perjury, identifying yourself as the Non-U.S. Holder by name and address and stating, among other things, that you are not a U.S. person. |
• | If you hold a note through a securities clearing organization, bank or another financial institution that holds customers’ securities in the ordinary course of its trade or business, (i) you provide the form described in the preceding bullet point to such organization or institution, and (ii) such organization or institution, under penalty of perjury, certifies to us that it has received such statement from the beneficial owner or another intermediary and furnishes us or our paying agent with a copy thereof. |
• | If a financial institution or other intermediary that holds the note on your behalf has entered into a withholding agreement with the IRS, such institution or intermediary submits an applicable Form W-8IMY and certain other required documentation to us or our paying agent. |
• | an applicable income tax treaty reduces or eliminates such tax, and you claim the benefit of that treaty by providing a properly completed and duly executed applicable Form W-8 establishing qualification for benefits under that treaty; or |
• | the interest is effectively connected with your conduct of a trade or business in the United States and you provide an appropriate statement to that effect on a properly completed and duly executed Form W-8ECI (or other applicable form). |
• | the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base); or |
• | you are an individual who is present in the United States for 183 days or more in the taxable year of the disposition, and certain other conditions are met. |
Underwriter | Principal amount of notes | ||
PNC Capital Markets LLC | $ | ||
BMO Capital Markets Corp. | |||
J.P. Morgan Securities LLC | |||
Total | $ | ||
Paid by us | |||
Per note | % | ||
Total | $ | ||
• | our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 28, 2025; |
• | our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed on May 6, 2025 and August 6, 2025, respectively; |
• | our Current Reports on Form 8-K filed on February 5, 2025 (Item 5.02 only), May 6, 2025 (Item 5.02 only), May 15, 2025, May 22, 2025 and August 13, 2025; and |
• | the portions of our Proxy Statement on Schedule 14A, filed on April 2, 2025, incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 28, 2025. |
• | the description of our common stock contained in our Form 8-A, filed on January 5, 1996, including any amendment or report filed for the purpose of updating this description, as updated by Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 2, 2020, and as subsequently amended or updated; |
• | our Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 27, 2024; and |
• | the portions of our Proxy Statement on Schedule 14A, filed on April 5, 2023, incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 28, 2023. |
(1) | the title of the debt securities (including CUSIP numbers); |
(2) | any limit upon the aggregate principal amount of the debt securities; |
(3) | if other than 100% of the principal amount, the percentage of their principal amount at which the debt securities will be offered; |
(4) | the date or dates on which the principal of the debt securities will be payable (or method of determination thereof); |
(5) | the rate or rates (or method of determination thereof) at which the debt securities will bear interest, if any, the date or dates from which any such interest will accrue and on which such interest will be payable, and the record dates for the determination of the holders to whom interest is payable; |
(6) | if other than as set forth herein, the place or places where the principal of and interest, if any, on the debt securities will be payable; |
(7) | the price or prices at which, the period or periods within which and the terms and conditions upon which debt securities may be redeemed, in whole or in part, at our option; |
(8) | if other than the principal amount thereof, the portion of the principal amount of the debt securities payable upon declaration of acceleration of the maturity thereof; |
(9) | our obligation, if any, to redeem, repurchase or repay debt securities, whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a holder thereof; |
(10) | the denominations in which securities of the series shall be issuable; |
(11) | the form of such debt securities, including such legends as required by law or as we deem necessary or appropriate; |
(12) | whether the debt securities are convertible into our common stock and, if so, the terms and conditions of such conversion; |
(13) | whether there are any authentication agents, paying agents, transfer agents or registrars with respect to the debt securities; |
(14) | whether the debt securities will be represented in whole or in part by one or more global notes registered in the name of a depositary or its nominee; |
(15) | the ranking of such debt securities as senior debt securities or subordinated debt securities; |
(16) | if other than U.S. dollars, the currency or currencies (including composite currencies or currency units) in which the debt securities may be purchased and in which payments on the debt securities will be made (which currencies may be different for payments of principal, premium or other amounts, if any, and/or interest, if any); |
(17) | if the debt securities will be secured by any collateral, a description of the collateral and the terms and conditions of the security and realization provisions; |
(18) | the provisions relating to any guarantee of the debt securities, including the ranking thereof; |
(19) | the ability, if any, to defer payments of principal, interest, or other amounts; and |
(20) | any other terms or conditions not inconsistent with the provisions of the indenture under which the debt securities will be issued. “Principal” when used herein includes any premium on any series of the debt securities. |
(1) | default in the payment of any installment of interest upon any of the debt securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; |
(2) | default in the payment of all or any part of the principal of any of the debt securities of such series as and when the same shall become due and payable either at maturity, upon any redemption or repurchase, by declaration or otherwise; |
(3) | default in the performance, or breach, of any other covenant or warranty contained in the debt securities of such series or set forth in the applicable indenture (other than a covenant or warranty included in the applicable indenture solely for the benefit of one or more series of debt securities other than such series) and continuance of such default or breach for a period of 90 days after due notice by the trustee or by the holders of at least 25% in principal amount of the outstanding securities of such series; or |
(4) | certain events of bankruptcy, insolvency or reorganization of the Company. |
(1) | either (a) the Company is the continuing corporation or (b) the successor corporation is a domestic corporation and expressly assumes the due and punctual payment of the principal of and interest on all the debt securities outstanding under such indenture and the due and punctual performance and observance of all of the covenants and conditions of such indenture to be performed or observed by the Company; and |
(2) | the Company or such successor corporation, as the case may be, is not, immediately after such merger, consolidation, sale, conveyance or lease, in material default in the performance or observance of any such covenant or condition. |
(1) | extend the final maturity date of any debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon, or reduce any amount payable on redemption or repurchase thereof, change the time at which the debt securities of any series may be redeemed, or impair or affect the right of any holder of debt securities to institute suit for payment thereof or, if the debt securities provide therefor, any right of repayment at the option of the holders of the debt securities; |
(2) | reduce the aforesaid percentage of debt securities of such series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all debt securities of such series so affected; or |
(3) | reduce the amount of principal payable upon acceleration of the maturity date of any original issue discount security. |
(1) | the principal of and premium, if any, and unpaid interest on indebtedness for money borrowed; |
(2) | purchase money and similar obligations; |
(3) | obligations under capital leases or leases of property or assets made as part of any sale and leaseback transaction; |
(4) | guarantees, assumptions or purchase commitments relating to, or other transactions as a result of which the Company is responsible for the payment of, such indebtedness of others; |
(5) | renewals, extensions and refunding of any such indebtedness; |
(6) | interest or obligations in respect of any such indebtedness accruing after the commencement of any insolvency or bankruptcy proceedings; |
(7) | obligations associated with derivative products such as interest rate and currency exchange contracts, foreign exchange contracts, commodity contracts, and similar arrangements; |
• | DTC notifies us that it is unwilling or unable to continue as depositary for that global security and we do not appoint a successor depositary within 90 days after receiving that notice; |
• | at any time DTC ceases to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation and we do not appoint a successor depositary within 90 days after becoming aware that DTC has ceased to be registered as a clearing agency; or |
• | we determine that that global security will be exchangeable for definitive securities in registered form and notify the trustee of our decision. |
• | any aspect of DTC’ s records relating to, or payments made on account of, beneficial ownership interests in a debt security represented by a global security; and |
• | any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of beneficial interests in a global security held through those participants; or the maintenance, supervision or review of any of DTC’s records relating to those beneficial ownership interests. |
• | authorize the Board to make, alter or repeal the Bylaws; |
• | provide that only the Chairman, the President or the Board may call a special meeting of the Shareholders; and |
• | provide that the directors may fill any vacancies on the Board, including newly created Board seats resulting from an increase in the authorized number of directors. |
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Date | Price Target | Rating | Analyst |
---|---|---|---|
7/28/2025 | $48.00 | Outperform | BMO Capital Markets |
11/12/2024 | $39.00 → $44.00 | Outperform → Mkt Perform | Keefe Bruyette |
8/6/2024 | $42.00 | Strong Buy | Raymond James |
1/29/2024 | $33.00 → $40.00 | Mkt Perform → Outperform | Keefe Bruyette |
1/25/2023 | $42.00 → $38.00 | Overweight → Neutral | Piper Sandler |
8/19/2022 | $38.00 → $42.00 | Neutral → Overweight | Piper Sandler |
144 - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Subject)
8-K - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Filer)
8-K - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Filer)
BMO Capital Markets initiated coverage of Horace Mann with a rating of Outperform and set a new price target of $48.00
Keefe Bruyette downgraded Horace Mann from Outperform to Mkt Perform and set a new price target of $44.00 from $39.00 previously
Raymond James initiated coverage of Horace Mann with a rating of Strong Buy and set a new price target of $42.00
4 - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Issuer)
4 - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Issuer)
4 - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Issuer)
4 - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Issuer)
4 - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Issuer)
4 - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Issuer)
Horace Mann Educators Corporation (NYSE:HMN) (the "Company" or "Horace Mann") today announced the pricing of its offering of $300,000,000 aggregate principal amount of 4.700% Senior Notes due 2030 (the "Notes"). The transaction is expected to close on September 26, 2025, subject to the satisfaction of various customary closing conditions. The Company intends to use the net proceeds from the issuance of the Notes for general corporate purposes, including repayment of the Company's 4.50% Senior Notes due 2025. The Notes will be issued pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-277784). The Company's filings with the SEC can be viewed at no c
AM Best has affirmed the Financial Strength Rating (FSR) of A (Excellent) and the Long-Term Issuer Credit Ratings (Long-Term ICR) of "a" (Excellent) of the property/casualty (P/C) and life/health (L/H) members of Horace Mann Educators Corporation (HMEC) (headquartered in Springfield, IL) (NYSE:HMN). Additionally, AM Best has affirmed the Long-Term ICR of "bbb" (Good) of HMEC and the associated Long-Term Issue Credit Ratings (Long-Term IRs). The outlook of these Credit Ratings (ratings) is stable. (See below for a detailed list of the subsidiaries and Long-Term IRs.) These ratings reflect HMEC's balance sheet strength, which AM Best assesses as very strong, as well as its adequate operatin
Horace Mann Educators Corporation (NYSE:HMN) today announced that the Board of Directors declared a regular quarterly cash dividend of $0.35 per share payable on September 30, 2025, to shareholders of record as of September 16, 2025. About Horace Mann Horace Mann Educators Corporation is the largest multiline financial services company focused on helping America's educators and others who serve the community achieve lifelong financial success. The company offers individual and group insurance and financial solutions tailored to the needs of the educator community. Founded by Educators for Educators® in 1945, the company is headquartered in Springfield, Illinois. For more information, vi
Current Executive Vice President and Chief Financial Officer Bret Conklin announces retirement plans for 2025 and Chief Operating Officer Stephen McAnena assumes responsibility for all business operations Horace Mann Educators Corporation (NYSE:HMN) and President and Chief Executive Officer Marita Zuraitis today announced Ryan Greenier has been appointed Executive Vice President and Chief Financial Officer, Oct. 1, 2024, succeeding Bret Conklin. With this appointment, Greenier joins the company's executive officer team and will report to Zuraitis. Conklin will remain with the company through 2025 to ensure a smooth transition before his retirement. This press release features multimedia. V
Horace Mann Educators Corporation (NYSE:HMN) today announced the appointment of Thomas A. Bradley to its Board of Directors. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20211108006132/en/Thomas A. Bradley (Photo: Business Wire) Bradley currently serves as Chairman of the Board of Argo Group International Holdings, Ltd.. He retired as executive vice president and CFO of Allied World Assurance Company Holdings, AG, in 2017. He brings a wealth of insurance industry and financial services experience to the Horace Mann Board, including senior financial and operational roles at Zurich Insurance Group, Fair Isaac Corporation and the St
SPRINGFIELD--(BUSINESS WIRE)--Horace Mann Educators Corporation (NYSE:HMN) today announced that the Board of Directors declared a regular quarterly cash dividend of $0.30 per share payable on December 31, 2020, to shareholders of record as of December 16, 2020. About Horace Mann Horace Mann is the largest financial services company focused on providing America's educators and school employees with insurance and retirement solutions. Founded by Educators for Educators® in 1945, the company is headquartered in Springfield, Ill. For more information, visit horacemann.com. Safe Harbor Statement Statements included in this news release that are not historical in nature are forward-lo
Horace Mann Educators Corporation (NYSE:HMN) today announced that the Board of Directors declared a regular quarterly cash dividend of $0.35 per share payable on September 30, 2025, to shareholders of record as of September 16, 2025. About Horace Mann Horace Mann Educators Corporation is the largest multiline financial services company focused on helping America's educators and others who serve the community achieve lifelong financial success. The company offers individual and group insurance and financial solutions tailored to the needs of the educator community. Founded by Educators for Educators® in 1945, the company is headquartered in Springfield, Illinois. For more information, vi
Horace Mann Educators Corporation (NYSE:HMN), the largest multiline financial services company focused on helping America's educators and a core small-cap growth and value equity in the Financials sector, today reported financial results for the three and six months ended June 30, 2025: Diversified business delivered second-quarter net income of $29.4 million, or $0.71 per share, and record core earnings* of $44.2 million, or $1.06 per share, with reported book value of $33.31 and adjusted book value* of $38.46 at quarter end Total revenue rose 6% for the quarter, with net premiums and contract charges earned up 8% Second-quarter Property & Casualty segment combined ratio of 97.0%
Conference call to discuss results will be at 11:00 AM Eastern Time on August 7 Horace Mann Educators Corporation (NYSE:HMN) plans to release its second-quarter 2025 results on Wednesday, August 6, after the market closes. At that time, the second-quarter Quarterly Report on Form 10-Q, quarterly news release, investor supplement and investor presentation will be available on the company's website at investors.horacemann.com. Management will host a conference call to discuss the financial results on Thursday, August 7 at 11:00 AM Eastern Time. Investors can access the call webcast via the Events page of the company's investor site or by dialing 844-735-3325. For the webcast, please log o
SC 13G/A - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Subject)
SC 13G/A - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Subject)
SC 13G/A - HORACE MANN EDUCATORS CORP /DE/ (0000850141) (Subject)