---
schema_version: "secwatch.filing_event.v1"
accession: "0001635984-23-000036"
form_type: "8-K"
ticker: null
cik: "0001635984"
company_name: "National Western Life Group, Inc."
filed_at: "2023-10-10T23:59:59+00:00"
generated_at: "2026-06-10T02:27:17.650454+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# National Western Life to be acquired by Prosperity Life Group affiliate for $1.9B in cash, $500/share

## Summary
- Per-share Merger Consideration is $500.00 cash, 87.1% premium to unaffected Class A share price of $267.29 on May 16, 2023.
- Total consideration approximately $1.9B, including settlement of outstanding equity awards.
- Stockholders with ~29.7% voting power (incl. 99% of Class B) entered voting agreements to support the deal.
- Closing expected H1 2024, subject to stockholder approval, antitrust clearance, and insurance regulatory approvals.
- Financing from internal cash, Elliott capital commitment, and up to $310M debt; closing not conditioned on financing.

## SEC filing metadata
- accession: 0001635984-23-000036
- form_type: 8-K
- cik: 0001635984
- company_name: National Western Life Group, Inc.
- filed_at: 2023-10-10T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1635984/000163598423000036/0001635984-23-000036-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1635984/000163598423000036/nwli-20231008.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001635984-23-000036
- JSON: https://secwatch.observer/filing/0001635984-23-000036.json
- Plain text: https://secwatch.observer/filing/0001635984-23-000036.txt

## Key facts
- Governance Changes
  National Western Life Group, Inc.: Added Delaware exclusive forum provision (Section 6.04) for internal corporate claims (effective 2023-10-08).
  - Change: bylaw amendment
  - Effective: 2023-10-08
  source text: the only substantive change included in the Second Amended and Restated Bylaws was the addition of a Delaware exclusive forum provision in new Section 6.04.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598423000036/0001635984-23-000036-index.htm
- Material Agreements
  National Western Life Group, Inc. entered into Agreement and Plan of Merger with S. USA Life Insurance Company, Inc. and PHG Merger Inc. valued at approximately $1.9 billion (effective 2023-10-08).
  - Action: entry
  - Agreement: merger
  - Counterparty: S. USA Life Insurance Company, Inc. and PHG Merger Inc.
  - Value: approximately $1.9 billion
  - Effective: 2023-10-08
  source text: e company domiciled in Arizona (“Buyer”), PHG Merger Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“ Merger Sub ”), and National Western Life Group, Inc., a Delaware corporation (the “ Company ” or “ National Western ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Buyer (the “ Merger ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598423000036/0001635984-23-000036-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.