Acquisitions |
9 Months Ended |
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Sep. 30, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Acquisitions | Acquisitions On July 21, 2026 the Company announced that it entered into a Membership Interest Purchase Agreement, with Medical Mutual of Ohio (MMO), pursuant to which the Company will acquire all of the equity interests of Employee Services LLC, a New York limited liability company (ESI). Pursuant to the Membership Interest Purchase Agreement and subject to the terms and conditions set forth in the Membership Interest Purchase Agreement, the Company would acquire all of the equity interests of ESI for approximately $115 million. Effective October 1, 2026, the Company completed its acquisition of ESI in an all-cash transaction for $117.2 million, including customary purchase price adjustments. As a result of the acquisition, ESI became a wholly owned subsidiary of the Company. On July 21, 2026, the Company announced that it entered into a Master Transaction Agreement, with MMO and Medical Mutual Life Insurance Company (MML), pursuant to which (i) the Company agreed to acquire all of the issued and outstanding shares of the common stock of Reserve National Insurance Company, an insurance company organized under the laws of the State of Illinois (RNIC), and (ii) MML agreed to reinsure to an affiliate of the Company the group life and disability insurance contracts (such reinsurance, the Reinsurance Transaction and together with the Stock Purchase, the Acquisition). Subject to the terms and conditions of the Master Transaction Agreement, the Company will acquire all of the outstanding stock of RNIC for a purchase price of approximately $125 million, and the Company’s applicable affiliate will pay MML a ceding commission of approximately $7.4 million in connection with the Reinsurance Transaction. With respect to the purchase of RNIC, the net purchase price includes approximately $10 million of excess statutory capital expected to remain in RNIC at closing. The purchase price and ceding commission are expected to be funded with cash on hand and borrowings under the Company’s existing credit facility. The existing Medicare supplement insurance policies of RNIC will be excluded from the Acquisition, and prior to the closing of the Acquisition, will be reinsured by RNIC to MMO or otherwise transferred out of RNIC. The Master Transaction Agreement and the consummation of the transactions contemplated therein have been approved by the Company’s Board of Directors. The closing of the Acquisition is expected to occur in the first quarter of 2027, subject to the satisfaction or waiver of applicable closing conditions as well as approval by certain regulators.
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