Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Merger with AGIH Merger Sub, Inc.

On September 25, 2024, the Company and AGIH Merger Sub entered into an Agreement and Plan of Merger, pursuant to which, among other things, AGIH Merger Sub merged with and into the Company, reducing the number of authorized shares of the Company’s common stock and preferred stock. Additionally, the Merger with AGIH Merger Sub, Inc. reduced the par value of the Company’s common stock. Refer to the Merger with AGIH Merger Sub, Inc. in Note 2, “Recent Acquisitions, Disposals & Other Transactions” for additional information.

Preferred Stock

At December 31, 2024, the Company has 6,000 shares of our preferred stock issued and outstanding (equivalent to 6,000,000 depositary shares, each representing a 1/1,000th interest in a share of preferred stock) with a $25,000 liquidation preference per share (equivalent to $25 per depositary share) (the “Preferred Stock Offering”).

Dividends to the holders of the preferred stock will be payable on a non-cumulative basis only when, as and if declared by our Board of Directors (the “Board”) or a duly authorized committee thereof, quarterly in arrears on the 15th of March, June, September, and December of each year, commencing on September 15, 2020, at a rate equal to 7.00% of the liquidation preference per annum (equivalent to $1,750 per share of preferred stock and $1.75 per depositary share per annum) up to but excluding September 15, 2025. Beginning on September 15, 2025, any such dividends will be payable on a non-cumulative basis, only when, as and if declared by our Board or a duly authorized committee thereof, during each reset period, at a rate per annum equal to the Five-Year U.S. Treasury Rate as of the most recent reset dividend determination date (as described in the Company’s prospectus supplement dated July 7, 2020) plus 6.712% of the liquidation preference per annum.

So long as any shares of preferred stock remain outstanding, unless dividends on all outstanding shares of preferred stock payable on a dividend payment date have been declared and paid or provided for in full, (1) no dividend shall be paid or declared on our shares of common stock or any other junior shares or any parity shares, other than a dividend payable solely in our shares of common stock, other junior shares or (solely in the case of parity shares) other parity shares, as applicable, and (2) no shares of common stock, other junior shares or parity shares shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than (i) as a result of a reclassification of junior shares for or into other junior shares, or a reclassification of parity shares for or into other parity shares, or the exchange or conversion of one junior share for or into another junior share or the exchange or conversion of one parity share for or into another parity share, (ii) through the use of the proceeds of a substantially contemporaneous sale of junior shares or (solely in the case of parity shares) other parity shares, as applicable, or (iii) as required by or necessary to fulfill the terms of any employment contract, benefit plan or similar arrangement with or for the benefit of one or more employees, directors or consultants), in each case, during the following dividend period.

Upon any voluntary or involuntary liquidation, dissolution or winding-up of Argo Group holders of the preferred stock are entitled to receive out of our assets available for distribution to stockholders, before any distribution is made to holders of our shares of common stock or other junior shares, a liquidating distribution in the amount of $25,000 per share of common stock (equivalent to $25 per depositary share) plus the amount of declared and unpaid dividends, if any, to the date fixed for distribution, without interest on such unpaid dividends. Distributions will be made pro rata in accordance with the respective aggregate liquidation preferences of the preferred stock and any parity shares, and only to the extent of our assets, if any, that are available after satisfaction of all liabilities to creditors.

Neither the depositary shares nor the underlying shares of preferred stock will be convertible into, or exchangeable for, shares of any other class or series of stock or other securities of Argo Group or our subsidiaries. Neither the depositary shares nor the underlying shares of preferred stock have a stated maturity or will be subject to any sinking fund, retirement fund, or purchase fund or other obligation of ours to redeem, repurchase or retire the depositary shares or the shares of preferred stock.

We may redeem the shares of preferred stock at our option, in whole or in part, from time to time, on or after September 15, 2025, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus the amount of declared and unpaid dividends, if any, without interest on such unpaid dividends. In addition, we may redeem the shares of preferred stock in specified circumstances relating to certain corporate, regulatory, rating agency or tax events; provided that no such redemption may occur prior to September 15, 2025 unless one of the redemption requirements is satisfied. The depositary shares will be redeemed only if and to the extent the related shares of preferred stock are redeemed by us.

The shares of preferred stock will not have voting rights, except under limited circumstances.

During 2024, our Board declared quarterly cash dividends totaling $1,750 on each share of our preferred stock, or $1.75 per depositary share, outstanding to our stockholders of record. For the year ended December 31, 2024 we declared cash dividends totaling $10.5 million to our preferred stockholders.

We are authorized to issue 10,000 shares of $1.00 par value preferred stock.

Common Stock / Additional Paid-in Capital

As a result of the Merger, the Company’s authorized and outstanding share capital is owned by BNRE Triangle Acquisition Inc., a subsidiary of Brookfield Wealth Solutions Ltd.

During the six months ended June 30, 2024, the Company issued a total of 200.0 million shares of its common stock at par value for $200.0 million to BNRE Triangle Acquisition Inc.

As a result of the Merger with AGIH Merger Sub, Inc., the Company’s new authorized share capital is 1,000 shares of common stock with a par value of $0.01 per share. All 13 outstanding shares are owned by BNRE Triangle Acquisition Inc.

During the fourth quarter of 2024, BNRE Triangle Acquisition Inc. contributed an additional $300.0 million to the Company in the form of private loans, which is reflected in Additional Paid-in Capital in our Consolidated Balance Sheets.