RLI Corp. Announces \$150 Million Notes Offering – Key Details for Investors

Summary of the Event

On February 26, 2026, RLI Corp. (NYSE: RLI), a Delaware corporation headquartered in Peoria, Illinois, entered into an Underwriting Agreement with BofA Securities, Inc. and PNC Capital Markets LLC, acting as representatives for several underwriters, for the issuance and sale of \$150,000,000 aggregate principal amount of Notes. The offering was made pursuant to RLI’s effective shelf registration statement on Form S-3 (File No. 333-293622).

Key Points of the Offering

• Size of Offering: \$150,000,000 aggregate principal amount of Notes will be issued and sold.
• Underwriters: The Notes were underwritten by BofA Securities, Inc. and PNC Capital Markets LLC, acting as lead book-running managers.
• Expected Ratings: The Notes are expected to be rated Baa2 by Moody’s and BBB by S&P. Note: A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.
• Use of Proceeds: RLI Corp. intends to use the net proceeds for general corporate purposes, as specified in the prospectus supplement and related offering documents. Importantly, the company has disclosed that it does not intend to use the proceeds to repay any outstanding debt owed to the underwriters or their affiliates, nor does it have any material lending or related-party relationships with the underwriters.
• Legal and Compliance: The offering complies with all applicable SEC regulations, with required opinions and comfort letters from legal counsel and auditors included as exhibits. RLI Corp. is not required to register as an investment company under the Investment Company Act of 1940 as a result of this offering.
• Financial Position and Controls: The company asserts strong internal controls over financial reporting and compliance with the Sarbanes-Oxley Act. RLI Corp. and its subsidiaries maintain effective disclosure controls and procedures designed to ensure timely and accurate public disclosures.
• Material Adverse Changes: As of the date of the agreement, RLI Corp. affirms that there have been no material adverse changes in the company’s financial condition, business, or prospects that would impact its ability to meet its obligations under the Notes.
• Litigation and Contracts: The company represents that there are no pending legal proceedings or undisclosed material contracts that would have a material adverse effect on the company.
• Tax Matters: RLI Corp. states it has paid all required taxes, with no unresolved tax matters expected to have a material adverse effect.

Shareholder-Relevant and Price-Sensitive Information

• Capital Structure Impact: The addition of \$150 million in Notes will increase RLI’s debt, which may impact leverage ratios and interest expense going forward.
• Credit Ratings: The investment-grade ratings (Baa2/BBB) are a positive for risk assessment but subject to change; any ratings downgrade or withdrawal in the future could be price-sensitive.
• Use of Proceeds: The company’s indication that funds will be used for general corporate purposes and not to repay related-party debt is a positive for transparency and governance.
• No Material Adverse Change: The company’s representation that there has been no material adverse change provides reassurance to shareholders, though any future negative developments would be impactful.
• Ongoing Compliance: RLI Corp. emphasizes its compliance with all relevant SEC requirements and strong financial controls, reducing regulatory and operational risk.

Additional Details

• Automatic Shelf Registration: RLI Corp. is a “well-known seasoned issuer,” allowing for flexibility and rapid access to capital markets.
• No Related-Party Transactions: The company affirms that all related-party and business relationships have been disclosed, with no significant undisclosed items.
• Investor Communications: The company has made available all offering documents, including a final term sheet and investor presentation, via the SEC’s EDGAR system and through the underwriters.

Potential Share Price Impact

This new debt issuance may be viewed positively as it provides the company with additional capital for growth or operations without diluting existing shareholders. The investment-grade ratings and compliance statements further support confidence in management and financial stability. However, increased leverage could be a concern if not managed prudently. Investors should monitor future financial reports for updates on the use of proceeds and any changes in credit ratings.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should read the full prospectus and consult their financial advisors before making any investment decisions. The information herein is based on publicly available filings and may be subject to change or revision.

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