SEC Form 5 filed by Bryant Todd Wayne

1/23/26 4:19:13 PM ET

$RLI

Property-Casualty Insurers

Finance

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SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bryant Todd Wayne

(Last)

(First)

(Middle)

9025 N. LINDBERGH DRIVE

(Street)

PEORIA

61615

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RLI CORP [ RLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							70,486⁽¹⁾	D
Common Stock							64,597.24⁽¹⁾	I	Employee Stock Ownership Plan⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$43.81⁽⁴⁾⁽⁵⁾						02/03/2021⁽³⁾	02/03/2028	Common Stock	1,500⁽⁴⁾		1,500	D
Stock Option	$43.12⁽⁴⁾⁽⁵⁾						08/21/2021⁽³⁾	08/21/2028	Common Stock	2,000⁽⁴⁾		2,000	D
Stock Option	$41.14⁽⁴⁾⁽⁵⁾						11/02/2021⁽³⁾	11/02/2028	Common Stock	2,000		2,000	D
Stock Option	$45.32⁽⁴⁾⁽⁵⁾						02/01/2022⁽³⁾	02/01/2029	Common Stock	10,000⁽⁴⁾		10,000	D
Stock Option	$53.01⁽⁴⁾⁽⁵⁾						05/06/2022⁽³⁾	05/06/2029	Common Stock	6,000⁽⁴⁾		6,000	D
Stock Option	$50.535⁽⁴⁾⁽⁵⁾						08/02/2022⁽³⁾	08/02/2029	Common Stock	6,000⁽⁴⁾		6,000	D
Stock Option	$51.51⁽⁴⁾⁽⁵⁾						11/01/2022⁽³⁾	11/01/2029	Common Stock	6,000⁽⁴⁾		6,000	D
Stock Option	$48.925⁽⁴⁾⁽⁵⁾						02/01/2023⁽³⁾	02/01/2030	Common Stock	6,000⁽⁴⁾		6,000	D
Stock Option	$54.8⁽⁴⁾⁽⁵⁾						05/05/2023⁽³⁾	05/05/2030	Common Stock	17,000⁽⁴⁾		17,000	D
Stock Option	$51.78⁽⁴⁾⁽⁵⁾						08/01/2023⁽³⁾	08/01/2030	Common Stock	17,000⁽⁴⁾		17,000	D
Stock Option	$62.99⁽⁴⁾⁽⁵⁾						11/01/2023⁽³⁾	11/01/2030	Common Stock	17,000⁽⁴⁾		17,000	D
Stock Option	$65.89⁽⁴⁾						02/01/2024⁽³⁾	02/01/2031	Common Stock	17,000⁽⁴⁾		17,000	D
Stock Option	$68.295⁽⁴⁾						05/04/2024⁽³⁾	05/04/2031	Common Stock	6,250⁽⁴⁾		6,250	D
Stock Option	$67.205⁽⁴⁾						08/01/2024⁽³⁾	08/01/2031	Common Stock	6,250⁽⁴⁾		6,250	D
Stock Option	$67.61⁽⁴⁾						11/01/2024⁽³⁾	11/01/2031	Common Stock	6,250⁽⁴⁾		6,250	D
Stock Option	$67.97⁽⁴⁾						02/01/2025⁽³⁾	02/01/2032	Common Stock	6,250⁽⁴⁾		6,250	D
Stock Option	$71.575⁽⁴⁾						05/02/2025⁽³⁾	05/02/2032	Common Stock	6,000⁽⁴⁾		6,000	D
Stock Option	$74.515⁽⁴⁾						08/01/2025⁽³⁾	08/01/2032	Common Stock	6,000⁽⁴⁾		6,000	D
Stock Option	$78.605⁽⁴⁾						11/01/2025⁽³⁾	11/01/2032	Common Stock	6,000⁽⁴⁾		6,000	D
Stock Option	$74.51						02/03/2026	02/03/2033	Common Stock	6,000		6,000	D
Stock Option	$74.36						05/13/2026	05/13/2033	Common Stock	6,250		6,250	D
Stock Option	$65.89						08/01/2026	08/01/2033	Common Stock	6,250		6,250	D
Stock Option	$58.66						11/03/2026	11/03/2033	Common Stock	6,250		6,250	D

Explanation of Responses:

1. Adjusted to reflect 2-for-1 stock split on 01/15/25.

2. Balance reflects annual company contributions and dividend reinvestment.

3. Pursuant to option schedule wherein 20% of the aggregate number of shares granted may be exercised commencing one year from grant date and each year thereafter in 20% increments.

4. Stock option grant price and number of stock options adjusted to reflect 2-for-1 stock split on 01/15/25.

5. Stock option grant price adjusted to reflect $3.50 extraordinary dividend declared 11-10-2022.

	/s/ Todd W. Bryant	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Recent Analyst Ratings for

$RLI

Date	Price Target	Rating	Analyst
1/23/2026	$52.00	Underperform → Hold	Jefferies
1/15/2026	$62.00	Equal Weight	Wells Fargo
10/3/2025	$62.00	Hold	Truist
4/25/2025	$76.00	Buy → Neutral	Compass Point
1/27/2025	$95.00 → $61.00	Buy → Underperform	Jefferies
10/16/2024		Perform	Oppenheimer
10/9/2024	$182.00	Outperform	Wolfe Research
9/7/2023	$155.00	Buy	Jefferies

More analyst ratings

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Amount

(A) or (D)

Price

Common Stock

70,486⁽¹⁾

Common Stock

64,597.24⁽¹⁾

Employee Stock Ownership Plan⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$43.81⁽⁴⁾⁽⁵⁾

02/03/2021⁽³⁾

02/03/2028

Common Stock

1,500⁽⁴⁾

1,500

Stock Option

$43.12⁽⁴⁾⁽⁵⁾

08/21/2021⁽³⁾

08/21/2028

Common Stock

2,000⁽⁴⁾

2,000

Stock Option

$41.14⁽⁴⁾⁽⁵⁾

11/02/2021⁽³⁾

11/02/2028

Common Stock

2,000

Stock Option

$45.32⁽⁴⁾⁽⁵⁾

02/01/2022⁽³⁾

02/01/2029

Common Stock

10,000⁽⁴⁾

10,000

Stock Option

$53.01⁽⁴⁾⁽⁵⁾

05/06/2022⁽³⁾

05/06/2029

Common Stock

6,000⁽⁴⁾

6,000

Stock Option

$50.535⁽⁴⁾⁽⁵⁾

08/02/2022⁽³⁾

08/02/2029

Common Stock

6,000⁽⁴⁾

6,000

Stock Option

$51.51⁽⁴⁾⁽⁵⁾

11/01/2022⁽³⁾

11/01/2029

Common Stock

6,000⁽⁴⁾

6,000

Stock Option

$48.925⁽⁴⁾⁽⁵⁾

02/01/2023⁽³⁾

02/01/2030

Common Stock

6,000⁽⁴⁾

6,000

Stock Option

$54.8⁽⁴⁾⁽⁵⁾

05/05/2023⁽³⁾

05/05/2030

Common Stock

17,000⁽⁴⁾

17,000

Stock Option

$51.78⁽⁴⁾⁽⁵⁾

08/01/2023⁽³⁾

08/01/2030

Common Stock

17,000⁽⁴⁾

17,000

Stock Option

$62.99⁽⁴⁾⁽⁵⁾

11/01/2023⁽³⁾

11/01/2030

Common Stock

17,000⁽⁴⁾

17,000

Stock Option

$65.89⁽⁴⁾

02/01/2024⁽³⁾

02/01/2031

Common Stock

17,000⁽⁴⁾

17,000

Stock Option

$68.295⁽⁴⁾

05/04/2024⁽³⁾

05/04/2031

Common Stock

6,250⁽⁴⁾

6,250

Stock Option

$67.205⁽⁴⁾

08/01/2024⁽³⁾

08/01/2031

Common Stock

6,250⁽⁴⁾

6,250

Stock Option

$67.61⁽⁴⁾

11/01/2024⁽³⁾

11/01/2031

Common Stock

6,250⁽⁴⁾

6,250

Stock Option

$67.97⁽⁴⁾

02/01/2025⁽³⁾

02/01/2032

Common Stock

6,250⁽⁴⁾

6,250

Stock Option

$71.575⁽⁴⁾

05/02/2025⁽³⁾

05/02/2032

Common Stock

6,000⁽⁴⁾

6,000

Stock Option

$74.515⁽⁴⁾

08/01/2025⁽³⁾

08/01/2032

Common Stock

6,000⁽⁴⁾

6,000

Stock Option

$78.605⁽⁴⁾

11/01/2025⁽³⁾

11/01/2032

Common Stock

6,000⁽⁴⁾

6,000

Stock Option

$74.51

02/03/2026

02/03/2033

Common Stock

6,000

Stock Option

$74.36

05/13/2026

05/13/2033

Common Stock

6,250

Stock Option

$65.89

08/01/2026

08/01/2033

Common Stock

6,250

Stock Option

$58.66

11/03/2026

11/03/2033

Common Stock

6,250

Recent Analyst Ratings for

$RLI

Date	Price Target	Rating	Analyst
1/23/2026	$52.00	Underperform → Hold	Jefferies
1/15/2026	$62.00	Equal Weight	Wells Fargo
10/3/2025	$62.00	Hold	Truist
4/25/2025	$76.00	Buy → Neutral	Compass Point
1/27/2025	$95.00 → $61.00	Buy → Underperform	Jefferies
10/16/2024		Perform	Oppenheimer
10/9/2024	$182.00	Outperform	Wolfe Research
9/7/2023	$155.00	Buy	Jefferies

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CHIEF EXECUTIVE OFFICER Kliethermes Craig W bought $287,250 worth of shares (5,000 units at $57.45) (SEC Form 4)

CHIEF OPERATING OFFICER Klobnak Jennifer L bought $115,980 worth of shares (2,000 units at $57.99) (SEC Form 4)

CHIEF OPERATING OFFICER Klobnak Jennifer L bought $207,450 worth of shares (3,000 units at $69.15), increasing direct ownership by 3% to 98,450 units (SEC Form 4)

$RLI
SEC Filings

RLI Corp. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

RLI Corp. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

RLI Corp. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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RLI Corp upgraded by Jefferies with a new price target

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Truist initiated coverage on RLI Corp with a new price target

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RLI Announces Retirement of Jonathan Michael as Chairman of the Board; David Duclos to Serve as Independent Chairman Upon Michael's Retirement

RLI Announces Appointment of New CEO and COO

$RLI
Financials

RLI Reports Fourth Quarter and Year-End 2025 Results

RLI Fourth Quarter Earnings Release & Teleconference

RLI Declares Regular & Special Dividends

$RLI
Large Ownership Changes

SEC Form SC 13G/A filed by RLI Corp. (Amendment)

SEC Form SC 13G/A filed by RLI Corp. (Amendment)

SEC Form SC 13G/A filed by RLI Corp. (Amendment)

SEC Form 5 filed by Bryant Todd Wayne

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$RLI Press Releases

RLI Reports Fourth Quarter and Year-End 2025 Results

RLI Fourth Quarter Earnings Release & Teleconference

Justin Doss Assumes Role of Vice President, Personal Lines Underwriting

$RLI Insider Trading

SEC Form 4 filed by VICE PRESIDENT, CONTROLLER Davis Seth Anthony

Director Roberts Debbie Sharell acquired $25,000 worth of shares (426 units at $58.74) (SEC Form 4)

Director Fleming Susan S. acquired $28,750 worth of shares (489 units at $58.74) (SEC Form 4)

$RLI Insider Purchases

CHIEF EXECUTIVE OFFICER Kliethermes Craig W bought $287,250 worth of shares (5,000 units at $57.45) (SEC Form 4)

CHIEF OPERATING OFFICER Klobnak Jennifer L bought $115,980 worth of shares (2,000 units at $57.99) (SEC Form 4)

CHIEF OPERATING OFFICER Klobnak Jennifer L bought $207,450 worth of shares (3,000 units at $69.15), increasing direct ownership by 3% to 98,450 units (SEC Form 4)

$RLI SEC Filings

RLI Corp. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

RLI Corp. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

RLI Corp. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

$RLI Analyst Ratings

RLI Corp upgraded by Jefferies with a new price target

Wells Fargo initiated coverage on RLI Corp with a new price target

Truist initiated coverage on RLI Corp with a new price target

$RLI Leadership Updates

RLI Announces Retirement of Jonathan Michael as Chairman of the Board; David Duclos to Serve as Independent Chairman Upon Michael's Retirement

RLI Announces Appointment of New CEO and COO

$RLI Financials

RLI Reports Fourth Quarter and Year-End 2025 Results

RLI Fourth Quarter Earnings Release & Teleconference

RLI Declares Regular & Special Dividends

$RLI Large Ownership Changes

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$RLI

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Analyst Ratings

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Large Ownership Changes