Ivan,
I hope the weekend is treating you well. I wanted to follow up on the regulatory filing side of the governance overhaul project while timelines are fresh.
As you know, the December 11, 2025 board meeting is the target date for adoption of the restated committee charters, the new Technology & Cybersecurity Oversight Committee charter, the revised Delegation of Authority Matrix, the Amended & Restated Corporate Governance Guidelines, and the conforming bylaw amendments. With that date approaching, I wanted to provide a practical summary of the post-adoption regulatory filing obligations for Quorum's three regulated insurance subsidiaries and to flag coordination points with Broadleaf Insurance Regulatory Consultants, LLC.
I spoke with Harold Emmerich (Managing Director, Broadleaf) earlier this week, and we are aligned on filing mechanics and timelines for each jurisdiction. Below is a state-by-state summary.
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**1. Connecticut — Quorum Property & Casualty Insurance Company (NAIC 38472)**
The CT Department of Insurance requires an annual holding company Form B filing, which must reflect material changes to the parent holding company's governance structure. The annual Form B filing is due March 1, 2026. Given that the board adoption is targeted for December 11, 2025, there is adequate lead time to incorporate the governance changes into the regular annual Form B cycle, and no separate interim or informational filing is required in CT ahead of that date.
Harold confirmed that Broadleaf will handle preparation of the updated Form B schedules, reflecting the restated committee charters, the addition of the sixth committee (Technology & Cybersecurity Oversight), and the revised DOA Matrix. To stay on track, Broadleaf will need execution versions of all adopted documents promptly following the December 11 board meeting. I would suggest planning to transmit the final adopted documents to Broadleaf by **December 15, 2025** — the same date we are targeting for the public Form 8-K filing and website posting, so everything can move in tandem.
**2. Texas — Lone Star Specialty Insurance Company (NAIC 41359)**
Under the Texas holding company act, amendments to upstream delegation authorities — including changes to the parent DOA Matrix that affect authority delegated from the holding company through the subsidiary — may require an informational filing with the TX Department of Insurance within **30 days of adoption**. If the board adopts on December 11, 2025, the 30-day window would close on or about **January 10, 2026**.
This filing is particularly relevant for Lone Star. As we discussed during the DOA Matrix review, Lone Star has been operating at a $3.0M per-claim settlement authority without documented board ratification, which exceeds the $1.0M threshold set in the current (2017) matrix. The proposed revised thresholds — $2.5M for subsidiary CEO authority and $10.0M for parent CEO authority — should be highlighted in the informational filing to ensure the TX DOI has a clear picture of the changes and the rationale.
Harold indicated that Broadleaf has existing relationships with the TX DOI and will prepare and submit the informational filing. He anticipates the process will be straightforward given the nature of the changes.
One question for you: could you confirm whether Quorum's compliance team has any additional pending filings or open matters with the TX DOI that we should be aware of or coordinate around? I want to make sure we are not crossing wires with any parallel submissions.
**3. Ohio — Great Lakes Surety & Indemnity Co. (NAIC 29814)**
Ohio imposes similar informational filing requirements under OH Revised Code § 3901.32 et seq. Changes to the parent governance structure and delegation authorities may require an informational filing within **30 days of adoption**, giving us the same filing deadline of approximately **January 10, 2026**.
Broadleaf will prepare and submit the OH filing as well. Harold noted that the OH DOI has been somewhat more detailed in its review of holding company governance filings recently, so Broadleaf recommends including a cover letter summarizing the scope of the governance changes and attaching the restated charters, the revised DOA Matrix, and the board memorandum as supporting exhibits. We should plan to have the final board memorandum available for this purpose.
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**Coordination & Next Steps**
A few items on the logistics front:
- **Coordination Call:** I would suggest a brief call — 30 minutes — among myself, Eric Johannsen, you, and Harold Emmerich during the **week of December 1** to finalize the filing plan. By that point, the final/execution versions of the governance documents should have been delivered (we are targeting December 1 for that delivery). Could you confirm your availability that week?
- **Regulatory Implications Memo:** As a reminder, the insurance regulatory implications memorandum we previously delivered covers these filings in greater detail. This email is intended as a practical, timeline-focused summary to make sure we are all tracking the same deadlines.
- **NYSE/SEC Workstream:** Separately, the NYSE and SEC considerations — including website posting of updated charters within five business days of adoption, the anticipated Form 8-K filing on December 15, 2025, and the CEO certification of compliance with listing standards within 30 days of material governance changes — are being tracked on Dennis's side. The regulatory filings discussed above are a parallel workstream, but we will want to make sure the two tracks stay synchronized.
I am happy to connect directly with Broadleaf on any further details as needed. Please do not hesitate to reach out with questions in the meantime.
Thank you for your responsiveness throughout this project, Ivan — it has made the coordination considerably smoother.
Best regards,
Natasha Forbes Calderwood & Harkness LLP 1585 Broadway, 34th Floor New York, NY 10036 Direct: (212) 558-4932 nforbes@calderwoodharkness.com
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