SELECTIVE INSURANCE GROUP INCSIGI
SELECTIVE INSURANCE GROUP INC Stock Compensation Disclosure
Share-Based Payments
Active Plans
As of December 31, 2025, the following four plans were available for the issuance of share-based payment awards:
•The 2024 Omnibus Stock Plan, effective May 1, 2024 (the "Stock Plan");
•The Cash Incentive Plan, As Amended and Restated as of May 1, 2014 (the "Cash Plan");
•The Employee Stock Purchase Plan, As Amended and Restated as of July 1, 2021 ("ESPP"); and
•The Amended and Restated Stock Purchase Plan for Independent Insurance Agencies (2010), Amended and Restated as of November 1, 2020 (the "Agent Plan").
The following table provides information regarding the approval of these plans:
| Plan | Approvals | ||||
| Stock Plan | Approved effective May 1, 2024 by stockholders on the effective date. | ||||
| Cash Plan | Approved effective April 1, 2005 by stockholders on April 27, 2005. Most recently amended and restated plan was approved effective May 1, 2014 by stockholders on April 23, 2014. | ||||
| ESPP | Approved effective July 1, 2009 by stockholders on April 29, 2009. Most recently amended and restated plan was approved effective July 1, 2021 by stockholders on April 28, 2021. | ||||
| Agent Plan | Approved by stockholders on April 26, 2006. Most recently amended and restated plan was approved effective November 1, 2020 by the Salary and Employee Benefits Committee (now known as the Compensation and Human Capital Committee) of the Parent's Board on October 26, 2020. | ||||
The types of awards that can be issued under each of these plans are as follows:
| Plan | Types of Share-Based Payments | ||||
| Stock Plan | Qualified and nonqualified stock options, stock appreciation rights ("SARs"), restricted stock, RSU's, stock grants, and other awards valued in whole or in part by reference to the Parent's common stock. The maximum exercise period for an option grant under this plan is 10 years from the date of the grant. Dividend equivalent units ("DEUs") are earned during the vesting period on RSU grants. The DEUs are reinvested in the Parent's common stock at fair value on each dividend payment date. The requisite service period for grants to employees under this plan is the lesser of: (i) the stated vested date, which is typically three years from issuance; or (ii) the date the employee becomes eligible to retire. | ||||
| Cash Plan | CIUs. The initial dollar value of each CIU will be adjusted to reflect the percentage increase or decrease in the total shareholder return on the Parent's common stock over a specified performance period. In addition, for certain grants, the number of CIUs granted will be increased or decreased to reflect our performance on specified performance indicators compared to targeted peer companies. The requisite service period for grants under this plan is the lesser of: (i) the stated vested date, which is typically three years from issuance; or (ii) the date the employee becomes eligible to retire. | ||||
| ESPP | Enables employees to purchase shares of the Parent’s common stock. The purchase price is the lower of: (i) 85% of the closing market price at the time the option is granted; or (ii) 85% of the closing price at the time the option is exercised. Shares are generally issued on June 30 and December 31 of each year. | ||||
| Agent Plan | Quarterly offerings to purchase the Parent's common stock at a 10% discount with a one year restricted period during which the shares purchased cannot be sold or transferred. Only our independent retail insurance agencies and wholesale general agencies, and certain eligible persons associated with the agencies, are eligible to participate in this plan. | ||||
Shares authorized and available for issuance as of December 31, 2025 were as follows:
| Authorized | Available for Issuance | Awards Outstanding | ||||||||||||||||||
| Stock Plan | 2,000,000 | 1,680,219 | 295,676 | |||||||||||||||||
| ESPP | 5,500,000 | 890,237 | — | |||||||||||||||||
| Agent Plan | 3,000,000 | 1,428,481 | — | |||||||||||||||||
Retired Plans
The following plans are closed for the issuance of new awards as of December 31, 2025, although awards outstanding continue in effect according to the terms of the applicable award agreements:
| Plan | Types of Share-Based Payments Available Under Plan | Reserve Shares | Awards Outstanding | ||||||||
2014 Omnibus Stock Plan ("2014 Stock Plan")1 | Qualified and nonqualified stock options, SARs, restricted stock, RSUs, stock grants, and other awards valued in whole or in part by reference to the Parent's common stock. The maximum exercise period for an option grant under this plan is 10 years from the date of the grant. DEUs are earned during the vesting period on RSU grants. The DEUs are reinvested in the Parent's common stock at fair value on each dividend payment date. The requisite service period for grants to employees under this plan is the lesser of: (i) the stated vested date, which is typically three years from issuance; or (ii) the date the employee becomes eligible to retire. | 2,462,226 | 338,872 | ||||||||
2005 Omnibus Stock Plan ("2005 Stock Plan")2 | Qualified and nonqualified stock options, SARs, restricted stock, RSUs, phantom stock, stock bonuses, and other awards in such amounts and with such terms and conditions as it determined, subject to the provisions of the 2005 Stock Plan. The maximum exercise period for an option grant under this plan is 10 years from the date of the grant. DEUs are earned during the vesting period on RSU grants. The DEUs are reinvested in the Parent's common stock at fair value on each dividend payment date. | 1,936,091 | 10,691 | ||||||||
Parent's Stock Compensation Plan for Non-employee Directors2 | Directors could elect to receive a portion of their annual compensation in shares of the Parent's common stock. | 20,002 | 20,002 | ||||||||
1Awards outstanding represent RSUs granted to our employees and shares deferred by our non-employee directors prior to May 1, 2024.
2Awards outstanding represent shares deferred by our non-employee directors.
RSU Transactions
A summary of the RSU transactions under our share-based payment plans is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Unvested RSU awards at December 31, 2024 | 557,444 | $ | 90.26 | |||||||||||
| Granted 2025 | 295,455 | 81.82 | ||||||||||||
| Vested 2025 | (216,486) | 78.12 | ||||||||||||
| Forfeited 2025 | (18,149) | 90.01 | ||||||||||||
| Unvested RSU awards at December 31, 2025 | 618,264 | $ | 90.49 | |||||||||||
As of December 31, 2025, total unrecognized compensation expense related to unvested RSU awards granted under our stock plans was $12.7 million. That expense is expected to be recognized over a weighted-average period of 1.8 years. The total intrinsic value of RSUs vested was $18.5 million for 2025, $20.4 million for 2024, and $23.3 million for 2023. In connection with vested RSUs, the total value of the DEUs that vested was $0.7 million in 2025, $0.7 million in 2024, and $0.9 million in 2023.
CIU Transactions
The liability recorded in connection with our Cash Plan was $9.1 million as of December 31, 2025, and $9.4 million as of December 31, 2024. The remaining cost associated with the CIUs is expected to be recognized over a weighted average period of 1.1 years. The CIU payments made in connection with the CIU vestings were $2.3 million in 2025, $2.9 million in 2024, and $3.0 million in 2023.
ESPP and Agent Plan Transactions
A summary of ESPP and Agent Plan share issuances is as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| ESPP Issuances | 85,121 | 74,430 | 67,075 | |||||||||||||||||
| Agent Plan Issuances | 38,119 | 42,112 | 42,786 | |||||||||||||||||
Fair Value Measurements
The weighted average assumptions used to value the ESPP option awards were as follows:
| ESPP | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Risk-free interest rate | 4.27 | % | 5.31 | 5.14 | ||||||||||||||||
| Expected term | 6 months | 6 months | 6 months | |||||||||||||||||
| Dividend yield | 1.7 | % | 1.4 | 1.3 | ||||||||||||||||
| Expected volatility | 32 | % | 19 | 26 | ||||||||||||||||
The weighted-average fair value per share of options and stock, including RSUs granted under the Parent's stock plans, during 2025, 2024, and 2023 was as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| RSUs | $ | 81.82 | 96.61 | 99.55 | ||||||||||||||||
| ESPP: | ||||||||||||||||||||
| Six month option | 7.59 | 5.56 | 6.67 | |||||||||||||||||
| Discount of grant date market value | 13.44 | 14.58 | 13.91 | |||||||||||||||||
| Total ESPP | 21.03 | 20.14 | 20.58 | |||||||||||||||||
| Agent Plan: | ||||||||||||||||||||
| Discount of grant date market value | 8.33 | 9.77 | 9.99 | |||||||||||||||||
Expense Recognition
The following table provides share-based compensation expense in 2025, 2024, and 2023:
| ($ in millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Share-based compensation expense, pre-tax | $ | 26.5 | 26.5 | 23.0 | ||||||||||||||||
| Income tax benefit, including the benefit related to stock grants that vested during the year | (5.7) | (6.7) | (6.4) | |||||||||||||||||
| Share-based compensation expense, after-tax | $ | 20.8 | 19.8 | 16.6 | ||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 9, 2026 | Showing above |
| 2024 | Feb 10, 2025 | |
| 2023 | Feb 9, 2024 | |
| 2022 | Feb 10, 2023 | |
| 2021 | Feb 11, 2022 | |
| 2020 | Feb 12, 2021 | |
| 2019 | Feb 12, 2020 | |
| 2018 | Feb 15, 2019 | |
| 2017 | Feb 20, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 24, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.