UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Donegal Group Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

WE WILL HOLD ON APRIL 17, 2025

To the Stockholders of

DONEGAL GROUP INC.:

We encourage you to read the accompanying proxy statement and our 2024 Annual Report to stockholders (our “2024 Annual Report”). The accompanying proxy statement, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about March 17, 2025.

We will hold our 2025 annual meeting of stockholders (our “2025 Annual Meeting”) as a “virtual meeting” on Thursday, April 17, 2025 at 10:00 a.m., Eastern time. Stockholders will not be able to attend the meeting in person. You will be able to attend our 2025 Annual Meeting, vote and submit questions during our 2025 Annual Meeting via live webcast only at www.virtualshareholdermeeting.com/DGICA2025. In order to participate, vote and submit questions in our 2025 Annual Meeting, you will need to have your 16-digit control number that is included on the proxy card we include with this notice of our 2025 Annual Meeting and our proxy statement relating to our 2025 Annual Meeting. Guests may participate in the webcast but will not have the ability to vote or ask questions during our 2025 Annual Meeting.

At our 2025 Annual Meeting, our stockholders will vote on the following items of stockholder business:

●

The election of the two persons our board of directors has nominated to serve as Class C directors, each for a term of three years and until the election of their respective successors and their respective successors take office; and

●

The ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

Our advance notice by-laws require that our stockholders submit to us, not later than 90 days and not earlier than 120 days prior to the first anniversary of the date on which we first mailed our proxy statement to stockholders for our most recent year’s annual meeting of stockholders, the information specified in those by-laws regarding any nomination by a stockholder of a candidate for election as a director or any proposal by a stockholder of any other item of stockholder business a stockholder wishes our stockholders to consider at our next forthcoming annual meeting of stockholders. Those dates were between November 15, 2024 and December 15, 2024 with respect to our 2025 Annual Meeting and are between November 17, 2025 and December 17, 2025 with respect to our 2026 annual meeting of stockholders. No stockholder made another nomination or other proposal for consideration by our stockholders at our 2025 Annual Meeting.

Our board of directors has established the close of business on March 3, 2025 as the record date for the determination of the holders of our Class A common stock and for the determination of the holders of our Class B common stock entitled to notice of, and to vote at, our 2025 Annual Meeting.
We include our 2024 Annual Report with this notice of our 2025 Annual Meeting and our proxy statement relating to our 2025 Annual Meeting. You may vote at our 2025 Annual Meeting by mail, by telephone or via the Internet as we describe on the enclosed proxy card that you may use to vote by proxy at our 2025 Annual Meeting.

	By order of our board of directors,


	Kevin G. Burke,
	President and Chief Executive Officer

March 17, 2025
Marietta, Pennsylvania

Important Notice Regarding the Availability of Our Proxy Materials for

Our April 17, 2025 Annual Meeting

This mailing includes our notice of our 2025 Annual Meeting, our proxy statement with respect to our 2025 Annual Meeting and our 2024 Annual Report. You may also view each of these documents on the Internet at www.proxyvote.com. No information on our website other than our notice of our 2025 Annual Meeting, this proxy statement with respect to our 2025 Annual Meeting and our 2024 Annual Report constitutes a part of our proxy solicitation materials for our 2025 Annual Meeting or part of our 2024 Annual Report.

DONEGAL GROUP INC.

PROXY STATEMENT

Introduction

This proxy statement contains information relating to our 2025 Annual Meeting. We will hold our 2025 Annual Meeting as a “virtual meeting” on Thursday, April 17, 2025 at 10:00 a.m., Eastern time. You will be able to attend our 2025 Annual Meeting, vote and submit questions during our 2025 Annual Meeting via live webcast only at www.virtualshareholdermeeting.com/DGICA2025. In order to participate, vote and submit questions in our 2025 Annual Meeting, you will need to have your 16-digit control number that is included on the proxy card we include with this notice of our 2025 Annual Meeting and our proxy statement relating to our 2025 Annual Meeting. Guests may participate in the webcast but will not have the ability to vote or ask questions during our 2025 Annual Meeting.

On March 17, 2025, we commenced the mailing to our stockholders of record at the close of business on March 3, 2025 of:

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this proxy statement;

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a form of proxy card;

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a postage-paid return envelope for the convenience of our stockholders in returning their completed and signed proxy card to the firm that tabulates the results of the proxy votes of our stockholders; and

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our 2024 Annual Report.

We ask our stockholders to return their completed proxy cards promptly unless a stockholder prefers to vote by telephone or via the Internet at www.proxyvote.com.

We will pay the costs of preparing and mailing our proxy materials for our 2025 Annual Meeting to our stockholders and making those materials available for our stockholders to view on the Internet. We will, upon request, reimburse brokers, nominees, fiduciaries, custodians and other record holders for their reasonable expenses in forwarding our proxy solicitation materials for our 2025 Annual Meeting to the beneficial owners of our Class A common stock and to the beneficial owners of our Class B common stock for whom such persons serve as record holders. We may also solicit proxies from some stockholders in person, by mail, by e-mail or by telephone through our directors, officers and regular employees whom we do not employ specifically for proxy solicitation purposes and none of whom will receive any additional compensation for performing such services.

(i)

Summary of Our 2024 Performance

For 2024, our total revenues increased 6.7% compared to 2023, with the increase largely related to a 6.2% increase in net premiums earned for 2024 compared to 2023. We had net income of $50.9 million and net income per diluted Class A share of $1.53 for 2024, compared to net income of $4.4 million and net income per diluted Class A share of 14 cents for 2023. The following table depicts our total revenues, net income (loss), net income (loss) per diluted Class A share and net income (loss) per Class B share for the three years ended December 31, 2024, 2023 and 2022. For further information, we refer you to the financial statements we include in our 2024 Annual Report.

	Year Ended December 31
	2024	2023	2022

Total revenues	$989.6 million	$927.3 million	$848.2 million
Net income (loss)	50.9 million	4.4 million	(2.0) million
Net income (loss) per diluted Class A share	1.53	0.14	(0.06)
Net income (loss) per Class B share	1.38	0.11	(0.07)

We use the following defined terms in this proxy statement:

●

“Annual Meeting” or “2025 Annual Meeting” means our annual meeting of stockholders that we will hold virtually on April 17, 2025;

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“Annual Report” or “2024 Annual Report” means our Annual Report to our stockholders for 2024;

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“Atlantic States” means Atlantic States Insurance Company;

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“Code” means the Internal Revenue Code of 1986, as amended;

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“Computershare” means Computershare Trust Company, N.A., the transfer agent for our Class A common stock and our Class B common stock;

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“DGCL” means the Delaware General Corporation Law, as amended;

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“DGI,” “we,” “us” or “our” means Donegal Group Inc.;

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“Donegal Mutual” means Donegal Mutual Insurance Company;

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“Exchange Act” means the Securities Exchange Act of 1934, as amended;

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“MICO” means Michigan Insurance Company;

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“PCAOB” means the Public Company Accounting Oversight Board (United States);

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“PHCA” means the Pennsylvania Insurance Holding Companies Act, as amended; and

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“SEC” means the Securities and Exchange Commission.

(ii)

CONTENTS

	Page
PROXY STATEMENT	i
Introduction	i
Summary of Our 2024 Performance	ii
OUR 2025 ANNUAL MEETING	1
OUR BUSINESS STRATEGIES	11
CERTAIN BENEFICIAL OWNERS OF OUR CLASS A COMMON STOCK AND OUR CLASS B COMMON STOCK	12
Beneficial Owners of 5% or More of Our Class A Common Stock or Our Class B Common Stock	12
The Beneficial Ownership of Our Stock by Our Directors and Executive Officers	13
Delinquent Section 16(a) Reports	14
THE RELATIONSHIP OF DONEGAL MUTUAL AND DGI	14
Introduction	14
Donegal Mutual’s Controlling Interest in Our Common Stock	15
The Interrelated Operations of Donegal Mutual and Our Insurance Subsidiaries	15
Inter-Company Transactions	17
The Coordinating Committee	19
The Risk Management Committee	21
CORPORATE GOVERNANCE	22
The Composition of Our Board of Directors	22
Board Leadership Structure and the Role of Our Board of Directors in Risk Oversight	23
The Committees of Our Board of Directors	24
Compensation Committee Interlocks and Insider Participation	28
Related Person Transactions	28
Our Code of Business Conduct and Ethics; Our Internal Audit Department; Hedging	29
No Material Proceedings	30
Insider Trading Policy	30
Policies and Practices Related to the Timing of Equity Awards	30
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS	30
Executive Summary	30
2024 Performance Review	31
Our Compensation Process	32
Summary of the 2024 Compensation of Our Named Executive Officers	32
Director Compensation	36
Our Compensation Philosophy and Risk Management Considerations	40
Employment Agreements with Our Named Executive Officers	42
Potential Payments to Our Named Executive Officers upon Termination or a Change-of -Control	43
Limitations on the Deductibility of Compensation	47
Our Annual Cash Incentive Bonus Plan	47
Our Long-Term Executive Incentive Plan	49

(iii)

Other Aspects of Our Compensation Philosophy	50
Summary Compensation Table	50
Grants of Plan-Based Awards	52
Stock Incentive Plans	52
Outstanding Equity Awards at December 31, 2024	54
Option Exercises and Stock Vested	55
Pension Benefits	55
Non-Qualified Deferred Compensation	55
Limitation of Liability and Indemnification	55
Pay Ratio Disclosure	56
Pay Versus Performance	57
Joint Report of the Compensation Committees of Donegal Mutual and DGI	61
Equity Compensation Plan Information	62
PROPOSAL 1 – ELECTION OF DIRECTORS	63
PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT BY OUR AUDIT COMMITTEE OF KPMG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025	70
AUDIT AND NON-AUDIT FEES	72
Report of our Audit Committee	72
STOCKHOLDER PROPOSALS FOR OUR 2026 ANNUAL MEETING OF STOCKHOLDERS	75
HOUSEHOLDING	77
DIRECTOR - STOCKHOLDER COMMUNICATIONS	78
OTHER MATTERS	78

Unless we otherwise expressly indicate, all of the financial information we include or incorporate by
reference in this proxy statement for our 2025 Annual Meeting

relates to our 2024 fiscal year. Our 2024 fiscal year began

on January 1, 2024 and ended on December 31, 2024.

(iv)

OUR 2025 ANNUAL MEETING

In accordance with this proxy statement, our board of directors solicits proxies from our stockholders for use in connection with our 2025 Annual Meeting and any adjournment or postponement of our 2025 Annual Meeting. We will hold our 2025 Annual Meeting as a “virtual meeting” on Thursday, April 17, 2025 at 10:00 a.m., Eastern time. You will be able to attend our 2025 Annual Meeting, vote and submit questions during our 2025 Annual Meeting via live webcast only at www.virtualshareholdermeeting.com/DGICA2025.

What is the agenda for our 2025 Annual Meeting?

At our 2025 Annual Meeting, our stockholders will consider and act upon the two items of stockholder business we propose as follows:

●

the election of the following two persons our board of directors has nominated to serve as Class C directors, each for a term of three years and until the election of their respective successors and their respective successors take office:

Barry C. Huber and S. Trezevant Moore, Jr.; and

●

the ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

Current director Scott A. Berlucchi, who joined our board of directors in 2013 and was a director of Donegal Mutual from 2006 until his retirement earlier this year, will be retiring from board service as of the conclusion of our 2025 Annual Meeting. Our board of directors extends its appreciation to Mr. Berlucchi for his contributions and insights during his service as a director. Effective as of the conclusion of our 2025 Annual Meeting, the size of our board of directors will be reduced from 11 members to 10 members.

We refer you to detailed descriptions of each of these proposals we include within this proxy statement.

What is the effect of our advance notice by-laws?

Our advance notice by-laws require that a stockholder provide us with a specified period of prior notice of that stockholder’s intention to nominate any candidate for election as a director at our annual meetings or to propose any other item of stockholder business for stockholder consideration at our annual meetings.

Our advance notice by-laws establish a date by which a stockholder must submit a stockholder proposal to us with respect to our next forthcoming annual meeting of stockholders. Those dates in general are not later than 90 days and not earlier than 120 days prior to the first anniversary of the mailing date of our proxy solicitation material for our prior year’s annual meeting of stockholders. After that date, a stockholder may no longer propose any candidate for election as a director at our next forthcoming annual meeting of stockholders and may no longer propose any other item of stockholder business for consideration and a vote by our stockholders at our next forthcoming annual meeting of stockholders. For our 2025 Annual Meeting, those dates were between November 15, 2024 and December 15, 2024. For our 2026 annual meeting of stockholders, those dates are between November 17, 2025 and December 17, 2025. The purpose of our advance notice by-laws is to ensure that we can include in our annual proxy statements, for the information of all of our stockholders, all of the actions we or others propose to present for consideration by our stockholders at our annual meetings of stockholders. In addition, the deadline for a stockholder to provide notice under SEC Rule 14a-19, the SEC’s universal proxy rule, of the stockholder’s intent to solicit proxies in support of candidates submitted under our certificate of incorporation and by-laws was February 17, 2025 for our 2025 Annual Meeting and is February 16, 2026 for our 2026 annual meeting of stockholders. Further, any stockholder who, in accordance with and subject to the provisions of Rule 14a-8 of the rules of the SEC and other applicable rules of the SEC, wishes to submit a proposal for inclusion in our proxy statement for our 2026 annual meeting of stockholders must deliver such proposal and an appropriate supporting statement not later than November 17, 2025.

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No stockholder has nominated a candidate for election as a Class C director at our 2025 Annual Meeting or proposed the transaction of any other item of stockholder business at our 2025 Annual Meeting. Therefore, under applicable law and our by-laws, at our 2025 Annual Meeting:

●

no stockholder may validly present a nomination of a candidate for election as a Class C director or validly propose any other item of stockholder business; and

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we will not conduct a vote of our stockholders on any item of stockholder business other than those two items of stockholder business we describe in this proxy statement and in our accompanying notice of our 2025 Annual Meeting and procedural matters related to the conduct of our 2025 Annual Meeting.

We are a Delaware corporation. Therefore, the DGCL, our certificate of incorporation as currently in effect and our by-laws as currently in effect govern the conduct of business at our annual meetings of stockholders, our relationships with our stockholders and the relative rights, powers, duties and obligations of us and our stockholders, directors, nominees for directors, officers and employees.

What is the quorum requirement for the conduct of business at our 2025 Annual Meeting?

Our by-laws provide that the presence, in person or by proxy, of not less than a majority of the aggregate voting power of our outstanding shares of Class A common stock and our outstanding shares of Class B common stock as of the record date for our 2025 Annual Meeting voting together as a single class constitutes a quorum at our 2025 Annual Meeting. Because Donegal Mutual owns approximately 70% of the combined voting power of our outstanding Class A common stock and our outstanding Class B common stock and all of Donegal Mutual’s shares will be present at our 2025 Annual Meeting, a quorum will be present at our 2025 Annual Meeting. Because a quorum will be present at our 2025 Annual Meeting, our stockholders will have the legal power and authority to conduct the two items of stockholder business at our 2025 Annual Meeting that we describe in our notice of our 2025 Annual Meeting and in this proxy statement.

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What is the order of business at our 2025 Annual Meeting?

Our by-laws and applicable provisions of the DGCL govern the organization, conduct of business at and the adjournment or postponement of our 2025 Annual Meeting. Our board of directors has designated Kevin G. Burke, our president and chief executive officer, as the presiding officer of our 2025 Annual Meeting. Mr. Burke will call our 2025 Annual Meeting to order and will conduct the business of our 2025 Annual Meeting, including voting upon the two items of stockholder business upon which our stockholders will vote at our 2025 Annual Meeting. Mr. Burke, in his capacity as the presiding officer of our 2025 Annual Meeting, will determine, in his discretion, the order of the items of stockholder business we will conduct at our 2025 Annual Meeting and the procedural manner in which we will conduct the business of our 2025 Annual Meeting. If Mr. Burke is unavailable for any reason, our board of directors will designate a replacement as presiding officer of our 2025 Annual Meeting.

We have historically conducted the voting on the items of stockholder business we submit for a stockholder vote at our annual meetings of stockholders immediately following the calling to order of our annual meetings and the determination of a quorum by the presiding officer of our annual meetings. We currently intend to follow a substantially similar procedure at our 2025 Annual Meeting. After our stockholders have voted on the two items of stockholder business we describe in this proxy statement, and the inspectors of election our board of directors has appointed have tallied the voting on those two items of stockholder business, Kevin G. Burke, our president and chief executive officer, and Jeffrey D. Miller, our executive vice president and chief financial officer, will then discuss our results of operations for 2024 compared to 2023 and our outlook for 2025. After those remarks, the inspectors of election for our 2025 Annual Meeting will announce the results of the voting on the two items of business on which our stockholders have voted at our 2025 Annual Meeting. Then Messrs. Burke and Miller will, as they deem appropriate in their discretion under then prevailing circumstances, recognize stockholders who wish to ask pertinent questions or make comments.

Who is entitled to notice of, and who may vote at, our 2025 Annual Meeting?

Our board of directors established the close of business on March 3, 2025 as the record date for the determination of the holders of our Class A common stock and the holders of our Class B common stock who are entitled to notice of, and to vote at, our 2025 Annual Meeting. We refer to those eligible stockholders as “stockholders of record” in this proxy statement. Stockholders of record, including persons whom a stockholder of record duly and validly appoints as the proxy of such stockholder of record, may attend, and vote at, our 2025 Annual Meeting.

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Each share of our Class A common stock held of record for our 2025 Annual Meeting has the right to cast one-tenth of a vote for each nominee for election as a Class C director at our 2025 Annual Meeting and for the other items of stockholder business we submit to a vote of our stockholders at our 2025 Annual Meeting.

Each share of our Class B common stock held of record for our 2025 Annual Meeting has the right to cast one vote for each nominee for election as a Class C director at our 2025 Annual Meeting and for the other items of stockholder business we submit to a vote of our stockholders at our 2025 Annual Meeting.

We recommend that you vote by proxy using one of the methods we describe in this proxy statement under “How do you vote the DGI shares you own that are registered in your name and what is the deadline for voting?”

Computershare, our independent stock transfer agent, has prepared and certified a list of all holders of our Class A common stock and all holders of our Class B common stock outstanding as of the close of business on March 3, 2025, the record date for our 2025 Annual Meeting. If your name appears on that certified list of stockholders, you are a stockholder of record entitled to vote at our 2025 Annual Meeting. For example, you are a stockholder of record if you received this proxy statement and the related materials for our 2025 Annual Meeting directly from us through our mailing agent and not indirectly from another person who is the record holder of the shares you own beneficially, such as a bank, a brokerage firm or other fiduciary or representative.

Our by-laws, in compliance with the DGCL, provide a stockholder of record an opportunity, subject to that stockholder of record’s prior compliance with certain conditions we describe in this proxy statement, during the 10 calendar days preceding the date of our 2025 Annual Meeting, to examine, at our principal executive offices in Marietta, Pennsylvania, an alphabetical list of the holders of record for our 2025 Annual Meeting of our Class A common stock and an alphabetical list of the holders of record for our 2025 Annual Meeting of our Class B common stock. We will grant the request of a stockholder of record to make such an examination if:

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the stockholder of record makes a written request to make such an examination at our principal executive offices during such ten-day period addressed to Jeffrey D. Miller, our executive vice president and chief financial officer; and

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we determine, in our discretion, that the stockholder of record’s request to examine our stockholder list is proper and legally relevant to one of the two items of stockholder business we will conduct at our 2025 Annual Meeting.

If a stockholder of record does not make such a written request to inspect our list of stockholders within the ten-day period we describe above or if we make a determination, in our discretion, that the stockholder of record’s request for inspection of our list of stockholders within such ten-day period is not proper or not legally relevant to one of the two items of stockholder business we will conduct at our 2025 Annual Meeting, we will not permit that stockholder of record to examine the list of the record holders of our Class A common stock and the record holders of our Class B common stock.

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If you are the beneficial owner of shares of our Class A common stock or the beneficial owner of shares of our Class B common stock registered in the name of a bank, broker, nominee or other fiduciary or representative, which we also refer to in this proxy statement as shares held in “street name,” we consider you the beneficial owner of the shares your bank, your broker or your other fiduciary or representative holds for you, and we consider your bank, your broker or your other fiduciary or representative the stockholder of record of your shares. Your bank, your broker or your other fiduciary or representative will send you separately, as the beneficial owner, information describing the procedure for you to vote your shares. You should follow the instructions your bank, your broker or your other fiduciary or representative provides to you on how to vote your shares held in street name in the manner you determine.

Which of the items of stockholder business we will conduct at our 2025 Annual Meeting do we consider routine and which do we consider non-routine?

We will transact two items of stockholder business at our 2025 Annual Meeting. We consider these items routine or non-routine as we indicate in the table below:

Item of Business	Routine	Non-Routine
Election of Class C directors		X
Ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2025	X

Under applicable rules, a record owner who is not also the beneficial owner, such as a broker, has the authority to vote on routine matters, but may not vote on non-routine matters. If you do not give specific voting instructions to the institution that holds your shares with respect to a non-routine matter, the institution will inform the inspectors of election that it does not have authority to vote on that non-routine matter with respect to your shares. This lack of authority is known as a broker non-vote.

What percentage of the aggregate voting power of our outstanding shares of Class A common stock and our outstanding shares of Class B common stock is necessary to approve the items of stockholder business that will come before our 2025 Annual Meeting?

Election of Two Class C Directors

The two persons our board of directors has nominated for election as Class C directors are the only nominees eligible for election as Class C directors at our 2025 Annual Meeting and any adjournment or postponement of our 2025 Annual Meeting. Our certificate of incorporation and our by-laws do not authorize cumulative voting in the election of our directors. As the DGCL permits and our by-laws provide, we utilize a plurality of the votes cast standard, and not a majority of the outstanding votes cast standard, in determining the election of our directors by our stockholders. Our certificate of incorporation provides that our shares of Class A common stock and our shares of Class B common stock vote together as a single class in the election of our directors. At our 2025 Annual Meeting, our stockholders will elect as Class C directors the two nominees for election as Class C directors who receive the highest number of stockholder votes at our 2025 Annual Meeting. The two persons elected as Class C directors at our 2025 Annual Meeting will serve for a term of three years and until the election of their respective successors and their respective successors take office.

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If you properly submit your proxy and mark Withhold Authority for the election of some or all of our nominees for election as Class C directors, the proxies we have named will not vote your shares for the election of the nominee or nominees as Class C directors as to whom you have withheld authority. We will count the shares for which you have withheld authority to vote for the election of Class C directors as present at our 2025 Annual Meeting for the purpose of determining whether a quorum is present at our 2025 Annual Meeting. Because Donegal Mutual will vote all of its shares for the election of the two nominees for Class C directors we name in this proxy statement and Donegal Mutual-owned shares constitute approximately 70% of votes entitled to be cast at our 2025 Annual Meeting, our stockholders will elect those Class C nominees (Barry C. Huber and S. Trezevant Moore, Jr.) at our 2025 Annual Meeting to serve as Class C directors for a term of three years and until the election of their respective successors and their respective successors take office.

Ratification of the Appointment by Our Audit Committee of KPMG LLP to Serve as Our Independent Registered Public Accounting Firm for 2025

Ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2025 requires the affirmative vote of the holders of a majority of the voting power of our outstanding shares of Class A common stock and our outstanding shares of Class B common stock, voting together as a single class, present, including by proxy, and entitled to vote on the proposal at our 2025 Annual Meeting. Because Donegal Mutual will vote all of its shares for ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for 2025 and the Donegal Mutual-owned shares constitute approximately 70% of the votes entitled to be cast at our 2025 Annual Meeting, our stockholders will approve the ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for 2025.

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Broker Non-Votes

Broker non-votes are shares brokers or nominees hold of record in their name for which such brokers or nominees do not have discretionary voting power on the item to be voted upon and may not vote on the item because the broker or nominee has not received voting instructions from the beneficial owner of those shares. Broker non-votes, if any, will be treated as votes present for the purpose of determining a quorum at our 2025 Annual Meeting but will not affect the outcome of any matter we submit to a vote of our stockholders at our 2025 Annual Meeting. The following table summarizes the two items of stockholder business our stockholders will vote upon at our 2025 Annual Meeting and the voting options, vote required, effect of abstentions and effect of broker non-votes for each item.

Proposals for Your Vote	Voting Options	Vote Required	Effect of Abstentions	Effect of Broker Non-Votes
Election of two Class C directors	“For” or “Withhold”	Plurality of the votes cast	No effect	No effect

Ratification of appointment of independent public accounting firm	“For,” “Against” or “Abstain”	Majority of votes cast	No effect	Brokers have discretion to vote

What are the voting rights of our stockholders?

At the close of business on March 3, 2025, we had outstanding:

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30,062,059 shares of our Class A common stock, each share of which entitles its holder to cast one-tenth of a vote per share with respect to each matter we submit to a vote of our stockholders at our 2025 Annual Meeting; and

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5,576,775 shares of our Class B common stock, each share of which entitles its holder to cast one vote per share with respect to each matter we submit to a vote of our stockholders at our 2025 Annual Meeting.

In summary:

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the holders of record of all of our outstanding shares of Class A common stock have the right to cast a total of 3,006,205 votes on each matter we submit to a vote of our stockholders at our 2025 Annual Meeting;

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the holders of record of all of our outstanding shares of Class B common stock have the right to cast a total of 5,576,775 votes on each matter we submit to a vote of our stockholders at our 2025 Annual Meeting; and

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the holders of record of all of our outstanding shares of Class A common stock and the holders of record of all of our outstanding shares of Class B common stock voting together as a single class have the right to cast a total of 8,582,980 votes on each matter we submit to a vote of our stockholders at our 2025 Annual Meeting.

At the close of business on March 3, 2025, Donegal Mutual owned of record and beneficially 13,219,273 shares, or approximately 44.0%, of our outstanding Class A common stock, and 4,708,570 shares, or 84.4%, of our outstanding Class B common stock. Donegal Mutual therefore has the right to cast votes that constitute approximately 70% of the combined voting power at our 2025 Annual Meeting on each matter we submit to a vote of our stockholders at our 2025 Annual Meeting.

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Donegal Mutual has advised us that it will vote all of its shares of our Class A common stock and all of its shares of our Class B common stock at our 2025 Annual Meeting as follows:

●

for the election of Barry C. Huber and S. Trezevant Moore, Jr. to serve as Class C directors, each for a term of three years and until the election of their respective successors and their respective successors take office; and

●

for the ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

As a result, based on the information Donegal Mutual furnished to us as to how Donegal Mutual will vote its shares at our 2025 Annual Meeting and because Donegal Mutual-owned shares constitute approximately 70% of votes entitled to be cast at our 2025 Annual Meeting, we anticipate our stockholders will, at our 2025 Annual Meeting:

●

elect Barry C. Huber and S. Trezevant Moore, Jr. to serve as Class C directors, each for a term of three years and until the election of their respective successors and their respective successors take office; and

●

ratify the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

How do you vote the DGI shares you own that are registered in your name and what is the deadline for voting?

If the certified list our transfer agent prepared of the holders of our Class A common stock and the holders of our Class B common stock as of the record date includes your name, you are a stockholder of record and you may attend our 2025 Annual Meeting and vote during our 2025 Annual Meeting webcast or by proxy on the items of stockholder business we submit to a vote of our stockholders at our 2025 Annual Meeting.

You may vote by using one of the following four methods:

Vote during our 2025 Annual Meeting webcast – attend our 2025 Annual Meeting live webcast at www.virtualshareholdermeeting.com/DGICA2025 and cast a vote by following the instructions provided in the webcast portal. Have your proxy card available when you access the webcast.

Vote by telephone – use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week by dialing 1-800-690-6903. Have your proxy card available when you call.

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Vote via the Internet – use the Internet to vote your proxy 24 hours a day, 7 days a week at www.proxyvote.com. Have your proxy card available when you access the website.

Vote by mail – mark, sign and date the proxy card we have mailed to you and return it in the postage-prepaid envelope we mailed to you along with this proxy statement and our other proxy solicitation materials for our 2025 Annual Meeting.

The deadline for stockholders of record to vote at our 2025 Annual Meeting by telephone or via the Internet is 11:59 p.m., local time, on April 16, 2025 for shares held directly and 11:59 p.m., local time, on April 14, 2025 for shares held in the 401(k) Plan of Donegal Mutual. The deadline for our receipt of proxies submitted by mail or by express delivery services for voting at our 2025 Annual Meeting is 3:00 p.m., local time, on April 16, 2025. If you vote by proxy, the proxies our board of directors has appointed will vote your shares as you direct on any proxy card you return by mail, by telephone or via the Internet.

If a broker, bank or other fiduciary or representative is the holder of record of your shares, see “How do you vote the DGI shares you own beneficially that are registered in the name of another person?” below.

How do you vote the DGI shares you own beneficially that are registered in the name of another person?

If you are not a stockholder of record, but you are a “beneficial owner” of our Class A common stock or our Class B common stock at the close of business on March 3, 2025, which means that the list of our stockholders of record at the close of business on March 3, 2025 our transfer agent prepared does not include your name but instead the name of the bank, broker, nominee or other fiduciary or representative who is the holder of record of your shares, you must either direct the holder of record of your shares to vote your shares on your behalf on the items of stockholder business upon which our stockholders will vote at our 2025 Annual Meeting or you must obtain a form of proxy from your holder of record that you may then vote as if you were the holder of record. Your broker does not have the discretion to vote your shares on the election of two Class C directors.

Your broker, however, does have the discretion to vote your shares on routine matters at our 2025 Annual Meeting. The stockholder ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2025 is a routine matter as to which your broker may exercise discretionary voting power.

If you are a “beneficial owner” of our Class A common stock or our Class B common stock and desire to attend our 2025 Annual Meeting and vote the shares you beneficially own during our 2025 Annual Meeting live webcast, you must obtain a proxy from your holder of record that you may vote as if you were the holder of record and not direct your holder of record how to vote. Your holder of record is generally the bank, broker, nominee or other fiduciary or representative who holds your shares in its name on your behalf.

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How does our board of directors recommend our stockholders vote at our 2025 Annual Meeting?

Our board of directors unanimously recommends that each of our stockholders complete such stockholder’s proxy and vote as follows:

●

For the election of Barry C. Huber and S. Trezevant Moore, Jr. to serve as Class C directors, each for a term of three years and until the election of their respective successors and their respective successors take office; and

●

For ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

Unless you mark your proxy card to the contrary, the proxies our board of directors has appointed will vote your shares represented by a duly completed proxy as follows:

●

For the election of the two nominees for Class C directors we name in this proxy statement; and

●

For ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

May you change your vote after you have voted by proxy but before the commencement of voting at our 2025 Annual Meeting?

Yes. You may revoke your proxy at any time prior to the time when voting closes during our 2025 Annual Meeting. If you are a stockholder of record, you may revoke your proxy by timely:

●

submitting to our corporate secretary a notice of revocation of your proxy by telephone, via the Internet or by mail at Donegal Group Inc., P.O. Box 302, Marietta, PA 17547;

●

returning a second proxy dated later than the date of your first proxy by telephone, via the Internet or by mail; or

●

voting during our 2025 Annual Meeting live webcast.

If you are a beneficial owner, you must contact the bank, broker, nominee, other fiduciary or representative or other person that is the holder of record of the shares you own in order to revoke your voting instructions or to change your vote.

If you have any questions about our 2025 Annual Meeting or voting your shares, please call Jeffrey D. Miller, our executive vice president and chief financial officer, at 1-800-877-0600 or e-mail Mr. Miller at jeffmiller@donegalgroup.com.

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What should you do if you need technical assistance during our 2025 Annual Meeting webcast?

If you encounter any difficulties accessing or participating in our 2025 Annual Meeting webcast, please call the technical support telephone number that will be shown on the website we use for our 2025 Annual Meeting.

Where can you find the voting results of our 2025 Annual Meeting?

We will announce preliminary voting results at our 2025 Annual Meeting. The inspectors of election will tally final voting results after the taking of the vote at our 2025 Annual Meeting. We will publish the final voting results in a Current Report on Form 8-K, which we are required to file with the SEC.

OUR BUSINESS STRATEGIES

Our business strategies seek to enhance stockholder value by pursuing prudent revenue growth as well as improving operating efficiencies in order to sustain and improve the long-term, cost-effectiveness and operating profits of our businesses. Our board of directors and management regularly evaluate our business strategies and concentrate on improving our long-term, sustainable earnings. We focus on:

●

achieving sustained excellent financial performance by carefully selecting product lines and individual risks, utilizing data analytics and predictive modeling tools to inform risk selection and pricing decisions, managing property exposures in catastrophe-prone areas and evaluating claims history on a regular basis to analyze the adequacy of the underwriting guidelines and product pricing of our insurance subsidiaries;

●

strategically modernizing our operations and processes to transform our business through the utilization of technology, development and expansion of risk-based pricing segmentation, analytical innovation, predictive modeling solutions, formal data strategies, performance monitoring, enhanced reporting mechanisms and process excellence;

●

capitalizing on opportunities to grow profitably by expanding organically within the existing markets of our insurance subsidiaries, developing, maintaining and expanding quality independent insurance agency representation and executing state-specific strategies for growth or reduction of premiums, agency distribution and enhanced profit generation over the next several years; and

●

providing superior experiences to agents, policyholders and employees by providing fully automated underwriting and policy issuance portals that substantially ease data entry and facilitate the quoting and issuance of policies for the independent agents of our insurance subsidiaries, providing a consistently responsive level of claims service, underwriting and customer support and maintaining a culture that is based on integrity and respect within an environment designed to provide rewarding careers for our employees.

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CERTAIN BENEFICIAL OWNERS OF OUR CLASS A COMMON STOCK

AND OUR CLASS B COMMON STOCK

Beneficial Owners of 5% or More of Our Class A Common Stock or Our Class B Common Stock

The table below lists each person whom we believe beneficially owned 5% or more of the outstanding shares of our Class A common stock (NASDAQ symbol DGICA) or 5% or more of the outstanding shares of our Class B common stock (NASDAQ symbol DGICB), in each case, as of the close of business on March 3, 2025.

	Class A Common Stock		Class B Common Stock
Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent Owned	Shares Beneficially Owned	Percent Owned
Donegal Mutual Insurance Company 1195 River Road Marietta, PA 17547	13,219,273	44.0%	4,708,570	84.4%
Dimensional Fund Advisors LP(1) 6300 Bee Cave Road Austin, TX 78746	1,804,968	6.0	—	—
BlackRock, Inc.(2) 50 Hudson Yards New York, NY 10001	1,684,802	5.6	—	—

(1)

Dimensional Fund Advisors LP reported the ownership information shown in the above table in a Schedule 13F-HR it filed with the SEC on February 13, 2025.

(2)

BlackRock, Inc. reported the ownership information shown in the above table in a Schedule 13F-HR it filed with the SEC on February 7, 2025.

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The Beneficial Ownership of Our Stock by Our Directors and Executive Officers

The following table shows the amount and the percentage of the outstanding shares of our Class A common stock and the amount and the percentage of the outstanding shares of our Class B common stock that each of our directors and named executive officers and our directors and executive officers as a group owned beneficially at the close of business on March 3, 2025. The total shares shown for each person includes shares the person owned jointly, in whole or in part, with the person’s spouse, or owned individually by the person’s spouse and shares purchasable upon the exercise of stock options that were exercisable as of March 3, 2025 or that become exercisable within 60 days after March 3, 2025. The ownership of each director and named executive officer is less than 1% unless the table below indicates otherwise.

	Class A Common Stock		Class B Common Stock
Name of Individual or Identity of Group(1)	Shares Beneficially Owned	Percent Owned	Shares Beneficially Owned	Percent Owned
Directors and Director Nominee:
Scott A. Berlucchi (2)	22,397	—	—	—
Dennis J. Bixenman	21,655	—	—	—
Kevin G. Burke	89,823	—	—	—
Jack L. Hess	116,415	—	—	—
Barry C. Huber	28,867	—	—	—
David C. King	16,000	—	—	—
Kevin M. Kraft, Sr.	26,936	—	—	—
Jon M. Mahan	22,988	—	—	—
S. Trezevant Moore, Jr.	39,655	—	1,000	—
Britta H. Schatz	2,500	—	—	—
Annette B. Szady	16,000	—	—	—

Named Executive Officers:
W. Daniel DeLamater	49,495	—	—	—
Jeffrey D. Miller	129,715	—	584	—
Jeffery T. Hay	52,112	—	—	—
Sanjay Pandey	91,903	—	—	—

All directors and executive officers as a group (24 persons)	1,237,292	4.0	1,750	—

(1)

Each director or director nominee we name above holds currently exercisable stock options or options that become exercisable within 60 days after March 3, 2025 to purchase 13,500 shares of our Class A common stock with the exception of the following directors:

●

Mr. Burke holds currently exercisable stock options to purchase 75,000 shares of our Class A common stock;

●

Mr. Hess does not hold any currently exercisable stock options to purchase shares of our Class A common stock; and

●

Mrs. Schatz holds currently exercisable stock options to purchase 1,500 shares of our Class A common stock.

(2)

Mr. Berlucchi, a current Class C director, is not standing for re-election at our 2025 Annual Meeting.

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The named executive officers listed below hold currently exercisable stock options or options that become exercisable within 60 days after March 3, 2025 to purchase shares of our Class A common stock included in the table above as follows:

Mr. DeLamater	-	48,000 shares;
Mr. Hay

SEC Form DEF 14A filed by Donegal Group Inc.