Form 8-K

8-K — SAFETY INSURANCE GROUP INC

Accession: 0001104659-26-086331

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0001172052

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 23, 2026

SAFETY INSURANCE GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-50070

13-4181699

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

20 Custom House Street, Boston, Massachusetts

02110

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 951-0600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation

of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

SAFT

The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934. ¨

Item 7.01. Regulation FD Disclosure.

On July 23, 2026, Safety Insurance

Group, Inc., a Delaware corporation (the “Company”), issued a press release announcing its entry into an Agreement

and Plan of Merger (the “Merger Agreement”) with MAPFRE U.S.A. Corp., a Massachusetts corporation (“Parent”),

and Splash Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Subsidiary”),

pursuant to which Merger Subsidiary will merge with and into the Company (the “Merger”), with the Company surviving

the Merger as a wholly-owned direct subsidiary of Parent. Parent and Merger Subsidiary have agreed to acquire all of the Company’s

outstanding shares of common stock for $105.00 per share, in cash. A copy of such press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K.

The

information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, will not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in any filing under the Securities Act

of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Additional Information and Where to Find It

In connection with the

proposed transaction, the Company plans to file a proxy statement with the SEC with respect to a special meeting of stockholders for purposes

of obtaining stockholder approval of the proposed transaction. This Current Report on Form 8-K is not a substitute for the proxy statement

or any other document that the Company may file with the SEC. The definitive proxy statement (when available) will be sent or given to

the stockholders of the Company and will contain important information about the proposed transaction and related matters. STOCKHOLDERS

OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY

REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN

THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when available) and

other documents filed by the Company at the SEC’s website at www.sec.gov. Copies of the proxy statement (when available) and the

filings that will be incorporated by reference therein may also be obtained, without charge, by contacting the Company’s Investor

Relations at investorrelations@safetyinsurance.com or (877) 951-2522.

Participants in the Solicitation

The Company, Parent and their respective directors

and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction.

Information regarding the Company’s directors and executive officers is available in (a) the Company’s Annual Report on Form

10-K for the fiscal year ended December 31, 2025, including under the headings “Item 10. Directors, Executive Officers and Corporate

Governance,” “Item 11. Executive Compensation,” “Item 12. Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters” and “Item 13. Certain Relationships, Related Transactions, and Director Independence,”

which was filed with the SEC on February 27, 2026, and can be found at www.sec.gov; (b) the Company’s definitive proxy statement

for its 2026 annual meeting of stockholders, which was filed with the SEC on March 31, 2026, under the headings “Proposal 1: Election

of the Company’s Directors,” “Executive Officers,” “Executive Compensation,” “Director Compensation”

and “Security Ownership of Certain Beneficial Owners, Directors and Management,” and can be found at www.sec.gov; and (c)

subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. To the extent holdings of the Company’s securities

by its directors or executive officers have changed since the amounts set forth in the Company’s proxy statement for its 2026 annual

meeting of stockholders, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC (which can be found at www.sec.gov).

Copies of the documents filed with the SEC by the Company will be available free of charge through the website maintained by the SEC and

at the Company’s website at https://www.safetyinsurance.com/about/financial.html.

No Offer or Solicitation

This Current Report on Form 8-K is for informational

purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any

vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except

by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance

with applicable law.

Cautionary Statement

Regarding Forward-Looking Statements

This Current Report on

Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

Rule 175 promulgated thereunder, Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

Such statements include statements concerning anticipated future events and expectations that are not historical facts. Any statements

about the Company’s plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking

statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,”

“intend,” “target,” “estimate,” “continue,” “positions,” “plan,”

“predict,” “project,” “forecast,” “guidance,” “goal,” “objective,”

“prospects,” “possible” or “potential,” by future conditional verbs such as “assume,”

“will,” “would,” “should,” “could” or “may,” or by variations of such words

or by similar expressions or the negative thereof. Such forward-looking statements include but are not limited to statements about the

benefits of the proposed transaction, including future financial and operating results, the Company’s plans, objectives, expectations

and intentions, the expected timing of completion of the proposed transaction and other statements that are not historical facts. Actual

results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without

limitation: (a) risks related to the consummation of the proposed transaction, including the risks that (i) the proposed transaction may

not be consummated within the anticipated time period, or at all, (ii) the parties may fail to obtain the Company stockholder approval

of the Merger Agreement, (iii) the parties may fail to secure the termination or expiration of any waiting period applicable under the

Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or obtain other required governmental and regulatory approvals, including,

without limitation, from the Massachusetts Commissioner of Insurance, and (iv) other conditions to the consummation of the proposed transaction

under the Merger Agreement may not be satisfied; (b) the effects that any termination of the Merger Agreement may have on the Company’s

business, including the risk that the Company’s stock price may decline significantly if the proposed transaction is not completed;

(c) the effects that the announcement or pendency of the proposed transaction may have on the Company’s businesses, including the

risks that as a result (i) the Company’s business, operating results or stock price may suffer, (ii) the Company’s current

plans and operations may be disrupted, (iii) the Company’s ability to retain or recruit key employees may be adversely affected,

(iv) the Company’s business relationships (including customers, policyholders, agents, service providers, and business partners)

may be adversely affected, or (v) the Company’s management’s or employees’ attention may be diverted from other important

matters; (d) the effect of limitations that the Merger Agreement places on the Company’s ability to operate its business, return

capital to stockholders or engage in alternative transactions; (e) the nature, cost and outcome of pending and future litigation and other

legal proceedings, including any such proceedings related to the proposed transaction and instituted against the Company and others; (f)

the risk that the proposed transaction and related transactions may involve unexpected costs, liabilities or delays or that the potential

benefits of the proposed transaction may not be realized or will not be realized within the expected time period and that the Company

and Parent will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected;

(g) other economic, business, competitive, legal, regulatory, and/or tax factors; and (h) other factors described in the reports of the

Company filed with the SEC, including but not limited to the risks described in the Company’s Annual Report on Form 10-K for its

fiscal year ended December 31, 2025, which was filed with the SEC on February 27, 2026, and the Company’s Quarterly Reports on Form

10-Q, and that are otherwise described or updated from time to time in the Company’s other filings with the SEC. All forward-looking

statements attributable to the Company, or persons acting on the Company’s behalf, are expressly qualified in their entirety by

this cautionary statement. Further, the Company disclaims any obligation to update the information in this Current Report on Form 8-K

or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments,

except as otherwise required by law. Stockholders are cautioned not to place undue reliance on these forward-looking statements that speak

only as of the date hereof.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1*

Press Release, dated July 23, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Furnished, not filed.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Safety Insurance Group, Inc.

Date: July 23, 2026

By:

/s/ CHRISTOPHER T. WHITFORD

Name:

Christopher T. Whitford

Title:

V.P., Chief Financial Officer and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621207d3_ex99-1.htm · Sequence: 2

Exhibit 99.1

Safety Insurance Group, Inc. Enters

Into Merger Agreement With Mapfre for $1.54 Billion

Transaction Delivers Significant Value for

Shareholders and Positions Safety for Long-Term Growth Across New England

Boston, Massachusetts, July 23, 2026. Safety

Insurance Group Inc. (NASDAQ:SAFT) (“Safety”), one of the leading property and casualty insurers in Massachusetts and across

New England, today announced that it has entered into a definitive agreement under which an affiliate of Mapfre S.A. ("Mapfre")

will acquire Safety in an all-cash transaction valued at approximately $1.54 billion.

Under the terms of the agreement, Safety shareholders

will receive $105 for each Safety common share in cash, which represents a premium of 44% on Safety’s stock price as of July 23,

2026

The transaction brings together two highly complementary

insurers that share a common commitment to underwriting discipline, customer service, and long-term value creation. Through the combination,

Safety will gain the support, scale, and resources of a global insurance group while maintaining the strengths, relationships, and local

market expertise that have defined its success.

The transaction has been unanimously approved

by the Board of Directors of Safety and approved by the Board of Directors of Mapfre and is expected to close during the first quarter

of 2027, subject to customary closing conditions and regulatory approvals, which include obtaining prior approval of the Massachusetts

Commissioner of Insurance and the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements

Act of 1976.

Opportunities for Clients, Distribution Partners

and Employees

For Safety, the transaction represents an important

milestone in the company's evolution and enables a stronger platform from which to serve policyholders, independent agents, and business

partners throughout New England.

Following completion of the transaction, Safety

will continue operating under its established brand, preserving the identity, policyholder and independent agency relationships, and local

market capabilities that have made the company one of the region's most respected insurers.

George Murphy, Chairman and Chief Executive

Officer of Safety, said:

"This transaction represents an exceptional

outcome for our shareholders and an exciting new chapter for Safety. Throughout our history, we have built a company defined by strong

underwriting, deep relationships with agents and clients, and an unwavering commitment to the communities we serve.

Mapfre shares our long-term vision, our insurance

culture, and our commitment to serving clients. Together, we will be even better positioned to invest in our people, strengthen our capabilities,

expand our product offering, and continue delivering the high-quality service our clients and distribution partners expect from Safety."

A Stronger Platform for Future Growth

As part of Mapfre, Safety will benefit from greater

financial strength, broader insurance expertise, and enhanced technological capabilities. The transaction is expected to support continued

innovation, strengthen customer service, and create additional opportunities for employees across the organization.

Safety's management team will continue to play

an important role in the business, helping guide its next phase of growth while maintaining its longstanding commitment to policyholders,

agents, and local communities.

Under the terms of the agreement, a subsidiary

of Mapfre U.S.A. Corp. will merge with and into Safety, following which Safety will become a wholly-owned subsidiary of Mapfre U.S.A.

Corp., and thus a sister company to Mapfre U.SA. Corp’s other U.S. subsidiaries.

Jefferies LLC is serving as Safety’s sole

financial advisor, and DLA Piper LLP (US) is serving as its outside legal advisor.

Additional Information and Where to Find It

In connection with the proposed transaction, Safety

plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) with respect to a special meeting

of stockholders for purposes of obtaining stockholder approval of the proposed transaction. This communication is not a substitute for

the proxy statement or any other document that Safety may file with the SEC. The definitive proxy statement (when available) will be sent

or given to the stockholders of Safety and will contain important information about the proposed transaction and related matters. STOCKHOLDERS

OF SAFETY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE

THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT SAFETY WILL FILE WITH THE SEC WHEN THEY BECOME

AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when available) and

other documents filed by Safety at the SEC’s website at www.sec.gov. Copies of the proxy statement (when available) and the filings

that will be incorporated by reference therein may also be obtained, without charge, by contacting Safety’s Investor Relations at

investorrelations@safetyinsurance.com or (877) 951-2522.

Participants in the Solicitation

Safety and its directors and executive officers

may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction. Information

regarding Safety’s directors and executive officers is available in (a) Safety’s Annual Report on Form 10-K for the fiscal

year ended December 31, 2025, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance,”

“Item 11. Executive Compensation,” “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters” and “Item 13. Certain Relationships, Related Transactions, and Director Independence,” which was

filed with the SEC on February 27, 2026, and can be found at www.sec.gov; (b) Safety’s definitive proxy statement for its 2026 annual

meeting of stockholders, which was filed with the SEC on March 31, 2026, under the headings “Proposal 1: Election of the Company’s

Directors,” “Executive Officers,” “Executive Compensation,” “Director Compensation” and “Security

Ownership of Certain Beneficial Owners, Directors and Management,” and can be found at www.sec.gov; and (c) subsequently filed Current

Reports on Form 8-K and Quarterly Reports on Form 10-Q. To the extent holdings of Safety’s securities by its directors or executive

officers have changed since the amounts set forth in Safety’s proxy statement for its 2026 annual meeting of stockholders, such

changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC (which can be found at www.sec.gov). Copies of the documents

filed with the SEC by Safety will be available free of charge through the website maintained by the SEC and at Safety’s website

at https://www.safetyinsurance.com/about/financial.html. Other information regarding the participants in the solicitation and a description

of their direct and indirect interests, by security holdings or otherwise, will be set forth in Safety’s definitive proxy statement

and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors

and stockholders should read the proxy statement carefully when it becomes available before making any voting or investment decisions.

Copies of these documents may be obtained, free of charge, from the sources indicated above.

This communication is for informational purposes

only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,

nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus

meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Cautionary Statement Regarding Forward-Looking

Statements

This communication contains “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Rule 175 promulgated thereunder, Section

21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. Such statements include statements concerning

anticipated future events and expectations that are not historical facts. Any statements about Safety’s plans, objectives, expectations,

strategies, beliefs, or future performance or events constitute forward-looking statements. Forward-looking statements are typically identified

by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,”

“continue,” “positions,” “plan,” “predict,” “project,” “forecast,”

“guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,”

by future conditional verbs such as “assume,” “will,” “would,” “should,” “could”

or “may,” or by variations of such words or by similar expressions or the negative thereof. Such forward-looking statements

include but are not limited to statements about the benefits of the proposed transaction, including future financial and operating results,

Safety’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed transaction and other

statements that are not historical facts. Actual results may vary materially from those expressed or implied by forward-looking statements

based on a number of factors, including, without limitation: (a) risks related to the consummation of the proposed transaction, including

the risks that (i) the proposed transaction may not be consummated within the anticipated time period, or at all, (ii) the parties may

fail to obtain Safety stockholder approval of the merger agreement, (iii) the parties may fail to secure the termination or expiration

of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or obtain other required

governmental and regulatory approvals, including, without limitation, from the Massachusetts Commissioner of Insurance, and (iv) other

conditions to the consummation of the proposed transaction under the merger agreement may not be satisfied; (b) the effects that any termination

of the merger agreement may have on Safety’s business, including the risk that Safety’s stock price may decline significantly

if the proposed transaction is not completed; (c) the effects that the announcement or pendency of the proposed transaction may have on

Safety’s businesses, including the risks that as a result (i) Safety’s business, operating results or stock price may suffer,

(ii) Safety’s current plans and operations may be disrupted, (iii) Safety’s ability to retain or recruit key employees may

be adversely affected, (iv) Safety’s business relationships (including customers, policyholders, agents, service providers, and

business partners) may be adversely affected, or (v) Safety’s management’s or employees’ attention may be diverted from

other important matters; (d) the effect of limitations that the merger agreement places on Safety’s ability to operate its business,

return capital to stockholders or engage in alternative transactions; (e) the nature, cost and outcome of pending and future litigation

and other legal proceedings, including any such proceedings related to the proposed transaction and instituted against Safety and others;

(f) the risk that the proposed transaction and related transactions may involve unexpected costs, liabilities or delays; (g) other economic,

business, competitive, legal, regulatory, and/or tax factors; and (h) other factors described in the reports of Safety filed with the

SEC, including but not limited to the risks described in Safety’s Annual Report on Form 10-K for its fiscal year ended December

31, 2025, which was filed with the SEC on February 27, 2026, and Safety’s Quarterly Reports on Form 10-Q, and that are otherwise

described or updated from time to time in Safety’s other filings with the SEC. All forward-looking statements attributable to Safety,

or persons acting on Safety’s behalf, are expressly qualified in their entirety by this cautionary statement. Further, Safety disclaims

any obligation to update the information in this communication or to announce publicly the results of any revisions to any of the forward-looking

statements to reflect future events or developments, except as otherwise required by law. Stockholders are cautioned not to place undue

reliance on these forward-looking statements that speak only as of the date hereof.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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