MHC

Strengthening for the Future: CompSource Mutual’s Proposed Reorganization

Preserving mutuality while creating new opportunities for growth, innovation, and service to Oklahoma Businesses

 

CompSource Mutual is modernizing its corporate structure, enabling the company to offer more insurance products and serve businesses in additional states — a goal long requested by Oklahoma businesses and independent agents.

To achieve these goals, CompSource Mutual has submitted a plan to reorganize into a Mutual Insurance Holding Company (MHC) structure. This approach preserves CompSource Mutual’s mutual status while providing the flexibility to meet the evolving needs of policyholders, agents, and employers across Oklahoma and beyond.

If approved, CompSource Mutual will continue operating with the same name, leadership, and mission – delivering reliable coverage and exceptional service to Oklahoma employers and workers.

Under the proposed structure, CompSource Mutual Insurance Company would become a parent entity, now called CompSource Mutual Insurance Holding Company. Policyholders will hold 100% of the membership interests in CompSource Mutual Insurance Holding Company, which is identical to what they currently hold. Policyholder and membership rights, protections, and voting privileges will remain unchanged, and the reorganization will not affect existing policies, coverages, rates, or claims.

Importantly, this change does not convert CompSource Mutual into a publicly traded company. CompSource Mutual Insurance Holding Company will be a non-stock entity and cannot issue shares. The conversion would also create an intermediate holding company which is allowed to issue stock under Oklahoma law, but CompSource Mutual Insurance Holding Company must at all times own the majority (e.g. greater than 50%).  CompSource Mutual has no plans — now or in the future — to sell or issue stock in the intermediate holding company to investors. Policyholder representation and governance will remain the same.

This structure —  successfully used by mutual insurers in 35 other states since the 1990s — strengthens CompSource Mutual’s ability to grow responsibly, remain competitive, and continue serving Oklahoma with stability and integrity. It supports the development of new insurance solutions, broader geographic reach for multi-state employers, and ongoing innovation that benefits agents, policyholders, and workers alike.

Our financial strength, commitment to Oklahoma employers, and dedication to policyholder protection remain constant. All assets, obligations, contracts, and policies will continue seamlessly under the reorganized company. No existing agreements or regulatory licenses will be altered.

Following review by the Oklahoma Insurance Department, eligible policyholders will have the opportunity to vote on the proposal. We encourage members to vote FOR the reorganization — a vote that supports CompSource Mutual’s continued growth, innovation, and service to Oklahoma businesses for generations to come.

 

Frequently Asked Questions

CompSource Mutual’s Proposed Reorganization

 

1. Why is CompSource Mutual proposing this change?CompSource Mutual is reorganizing to better serve the evolving needs of Oklahoma businesses. The mutual holding company structure preserves policyholder rights while giving the company flexibility to offer additional insurance products and operate in more states. For several years, our customers and agency partners have consistently requested access to additional services and a broader geographic reach.
2. What is a mutual holding company (MHC)?A mutual holding company is a non-stock entity whose members are policyholders of the company. This structure allows mutual insurers to maintain member governance while gaining the flexibility to grow responsibly, invest strategically, and respond to changing market needs.
3. Why should I vote “FOR” the proposal?A “FOR” vote supports CompSource Mutual’s continued growth, competitiveness, and service to Oklahoma businesses. It ensures the company remains strong, stable, and positioned to meet the evolving needs of policyholders for years to come. It will help enable CompSource Mutual to support your multi-state business and potentially provide additional products services that you have been requesting for years.
4. How will this affect my policy, premium, or claims?There will be no change to your existing policy, premium, coverage, or claims handling. All policies, contracts, and obligations remain fully in force under the reorganized structure.
5. What happens to my policyholder rights?Your rights remain fully intact. You will continue to be a member of the company with the same rights and protections you hold today, including the right to vote in director elections and on other member matters.
6. Will CompSource Mutual still be regulated by the Oklahoma Insurance Department (OID)?CompSource Mutual and its affiliates will remain under the same strong regulatory oversight of the Oklahoma Insurance Department, ensuring continued protection for policyholders.
7. Does this mean CompSource Mutual will become a public company?CompSource Mutual Insurance Holding Company will be a non-stock entity and cannot issue shares. The newly formed intermediate holding company may issue stock under Oklahoma law, but CompSource Mutual Insurance Holding Company must at all times own the majority (e.g. greater than 50%) of such shares of the intermediate holding company. CompSource Mutual has no plans — now or in the future — to sell or issue stock in the intermediate holding company to investors. Policyholder representation and governance will remain the same.
8. How does this benefit policyholders?The reorganization allows CompSource Mutual to:
   1. Develop new insurance products that meet modern business needs.
   2. Support employers with operations in multiple states.
   3. Strengthen long-term financial flexibility and competitiveness.
   4. Continue investing in customer experience and service innovation.

9. Will CompSource Mutual still be based in Oklahoma?CompSource Mutual will remain headquartered in Oklahoma City, led by the same management team, and continue its long-standing commitment to Oklahoma employers and workers.
10. Will the reorganization affect CompSource Mutual’s financial strength?The company’s financial position remains strong. All assets, liabilities, and obligations will continue under the reorganized company, and all existing policies remain secure. The reorganization simply provides a modern structure to support responsible growth.
11. What is the next step in this process?Following review by the Oklahoma Insurance Department, eligible policyholders will have the opportunity to vote on the proposal.

 

Letter from CompSource Chair