A merger agreement, meaning a binding legal contract that commits both sides to a transaction and fixes the per-share price shareholders will receive at closing, was signed by Safety Insurance Group, Inc. on July 23, 2026. The company agreed to be acquired by MAPFRE U.S.A. Corp., a Massachusetts corporation, at $105.00 in cash per share of common stock. Once complete, Safety Insurance Group would survive as a wholly-owned subsidiary of MAPFRE U.S.A.
The deal structure
MAPFRE U.S.A. Corp. is buying Safety Insurance through a purpose-built subsidiary: Splash Merger Sub, Inc., a Delaware corporation. That entity will merge into Safety Insurance Group, a structure that lets the target company survive legally while changing ownership entirely. Safety Insurance Group trades on the Nasdaq Stock Market under the ticker SAFT and is incorporated in Delaware, with principal offices at 20 Custom House Street in Boston, Massachusetts.
The Board of Directors of Safety Insurance Group voted unanimously to approve the merger agreement and declared it advisable and fair to shareholders. The Board also directed that the agreement be submitted to stockholders for formal adoption, meaning a shareholder vote is required before the deal can close.
What happens to employee equity awards
Safety Insurance Group has two categories of outstanding employee equity awards: restricted stock awards (RSAs) and performance stock awards (PSAs).
RSAs are shares granted to employees that vest over time as a retention tool. Under the merger terms, all unvested RSAs will accelerate to full vesting at the effective time of the merger and then be cancelled. Holders receive $105.00 per share in cash, plus any accrued and unpaid cash dividends that would have accumulated from the grant date through closing.
PSAs tie vesting to performance targets set in advance. They receive similar treatment. Unvested PSAs will accelerate and be cancelled, with the earned share count determined by performance levels specified in the Company Disclosure Schedules filed alongside the merger agreement. Holders receive $105.00 per earned share, plus accrued dividends, paid on the closing date.
Operating restrictions before closing
Between signing and closing, Safety Insurance Group must conduct business in the ordinary course. The company is required to use commercially reasonable efforts to keep its organization intact and maintain relationships with material business partners. Certain actions outside normal operations require written consent from MAPFRE U.S.A. Corp. unless required by law or already disclosed in the schedules delivered at signing.
The 8-K was submitted under Rule 14a-12 of the Securities Exchange Act, the provision governing soliciting material distributed to shareholders ahead of a formal proxy vote.