S-3ASR 1 rli-20260220xs3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on February 20, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

RLI Corp.

(Exact name of registrant as specified in charter)

Delaware	37-0889946
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

9025 North Lindbergh Drive

Peoria, Illinois 61615

(309) 692-1000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Jeffrey D. Fick

Chief Legal Officer

RLI Corp.

9025 North Lindbergh Drive

Peoria, Illinois 61615

(309) 692-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert A. Ryan

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

(212) 839-5300

Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this Registration Statement, as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	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 7(a)(2)(B) of the Securities Act: ☐


ABOUT THIS PROSPECTUS	ii
FORWARD-LOOKING STATEMENTS	iii
RLI CORP.	1
RISK FACTORS	2
USE OF PROCEEDS	3
DESCRIPTION OF THE DEBT SECURITIES	4
PLAN OF DISTRIBUTION	18
WHERE YOU CAN FIND MORE INFORMATION	21
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	22
LEGAL MATTERS	23
EXPERTS	24


SEC Registration Fee	$	(1)
Trustee’s Fees and Expenses		(2)
Printing and Engraving Expenses		(2)
Accounting Fees and Expenses		(2)
Legal Fees and Expenses		(2)
Rating Agency Fees and Expenses		(2)
Miscellaneous Expenses		(2)
Total	$	(2)


Exhibit No.		Description
1.1*		Form of Underwriting Agreement relating to debt securities
3.1		Amended and Restated Certificate of Incorporation of RLI Corp., previously filed as Exhibit 3.1 with RLI Corp.’s Form 8-K filed on May 8, 2020, and incorporated herein by reference.
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RLI Corp., previously filed as Exhibit 3.1 with RLI Corp.’s Form 8-K filed on November 20, 2024, and incorporated herein by reference.
3.3		Amended and Restated Bylaws of RLI Corp., previously filed as Exhibit 3.1 to RLI Corp.’s Form 8-K filed on November 12, 2024, and incorporated herein by reference.
4.1		Form of Senior Indenture
4.2		Form of Subordinated Indenture
5.1		Opinion of Sidley Austin LLP
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of Sidley Austin LLP (included in Exhibit 5.1 above)
24.1		Power of Attorney (included on the signature page of the registration statement)
25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of Computershare Trust Company, N.A. under the Senior Debt Indenture dated as of February 20, 2026
107		Calculation of Filing Fee Tables


	RLI CORP.

	By:	/s/ CRAIG W. KLIETHERMES
	Name:	Craig W. Kliethermes
	Title:	President and Chief Executive Officer


Signature		Title

/s/ CRAIG W. KLIETHERMES		President and Chief Executive Officer; Director
Craig W. Kliethermes		(Principal Executive Officer)

/s/ AARON P. DIEFENTHALER		Chief Financial Officer
Aaron P. Diefenthaler		(Principal Financial Officer and Principal Accounting Officer)

/s/ MICHAEL E. ANGELINA
Michael E. Angelina		Director

/s/ DAVID B. DUCLOS
David B. Duclos		Director

/s/ SUSAN S. FLEMING
Susan S. Fleming		Director

/s/ JORDAN W. GRAHAM
Jordan W. Graham		Director

/s/ CLARK C. KELLOGG
Clark C. Kellogg		Director

/s/ CRAIG W. KLIETHERMES
Craig W. Kliethermes		Director

/s/ PAUL B. MEDINI
Paul B. Medini		Director

/s/ ROBERT P. RESTREPO, JR.
Robert P. Restrepo, Jr.		Director

/s/ DEBBIE S. ROBERTS
Debbie S. Roberts		Director

/s/ MICHAEL J. STONE
Michael J. Stone		Director

SEC Form S-3ASR filed by RLI Corp.