Liberty Mutual has secured regulatory approval to convert three of its domestic mutual insurance affiliates into stock companies and merge them into a newly formed, wholly owned subsidiary of Liberty Mutual Holding Company (LMHC).
The Massachusetts Division of Insurance authorized the reorganizations of Montgomery Mutual Insurance Co., Liberty Mutual Mid-Atlantic Insurance Co., and Patrons Mutual Insurance Co. of Connecticut. Insurance Commissioner Michael T. Caljouw approved the plan on January 15, 2026, concluding that the transactions will benefit the insurers, their policyholders, and the holding company.
Under the restructuring, each company will convert from a mutual insurer to a stock insurer before merging into the LMHC subsidiary. Policyholders—who are currently members of the respective mutual companies—will automatically become members of LMHC on equal terms with existing members. All insurance policies will remain in force without modification.
Ed Kenealy, executive vice president and deputy general counsel for Liberty Mutual Group, testified that the reorganization will preserve policyholder benefits while enhancing operational capabilities. He emphasized that the companies intend to retain the word “Mutual” in their names, consistent with prior approvals granted in 2002 to Liberty Mutual Insurance Co. and Liberty Mutual Fire Insurance Co. According to Kenealy, continued use of the term is appropriate because policyholders will retain the benefits of mutuality through LMHC membership.
Kenealy outlined several anticipated advantages of the restructuring, including greater scale, broader geographic risk diversification, improved access to capital, enhanced corporate governance and capital management efficiency, and a strengthened ability to preserve mutual ownership principles.
Liberty Mutual stated that the reorganizations will not diminish policyholder rights or benefits. Because LMHC is required to maintain at least 51% ownership of each company’s shares, policyholders will retain ultimate voting control while gaining the rights and benefits associated with LMHC membership.
A working group appointed by the commissioner reviewed the proposal and determined that the transactions are expected to provide greater flexibility, improved capital access, enhanced growth opportunities, and increased competitiveness through operational efficiencies.
