Mutual of Omaha Holding Co. has completed its reorganization into a mutual holding company structure after receiving regulatory approval from the state of Nebraska.
The restructuring, which took effect on April 1, makes Mutual of Omaha the second-largest US life mutual insurance holding company by gross premium volume, behind only Pacific Mutual Holding Co., S&P Global data shows.
The Nebraska Department of Insurance issued a Certificate of Authority and Final Order approving the plan, the company said. Mutual of Omaha serves more than 5.6 million individual product customers and 54,000 employer groups across all 50 states, with total admitted assets of $11.86 billion as of year-end 2024.
Under the new structure, Mutual of Omaha Insurance Co. has been reorganized as a stock insurer wholly owned by the holding company. Policyholders are now members of the holding company rather than the insurer itself.
In effect, the conversion inserts a new parent entity above the insurer, converting it from a mutual to a stock company while preserving policyholder ownership at the holding level. Unlike a full demutualization, policyholders do not receive stock, cash, or policy enhancements.
The company had previously said the shift was designed to provide access to new and more cost-effective debt markets. The rationale is straightforward: mutual insurers cannot issue stock, which limits their capital options to retained earnings, surplus notes, and reinsurance.
S&P Global has noted that as of year-end, Mutual of Omaha had $717.2 million in surplus notes and $399.7 million in borrowed money outstanding.
The MHC structure allows an intermediate stock holding company to issue conventional senior debt. A 1999 IRS Revenue Ruling also determined that stock life insurance subsidiaries of MHCs can deduct all policyholder dividends without the reduction applied to mutual companies, an added incentive.
When the board first approved the plan in April 2025, the company stated the move is "not a demutualization or a step toward demutualization, and there is no plan to issue stock or to bring in external shareholders."
The denial carries weight because of precedent. Principal Financial Group initially converted to a mutual holding company before completing a full demutualization and IPO. Research published in the Journal of Risk and Insurance found that fully demutualizing insurers were primarily motivated by access to capital markets, while those choosing MHC structures were driven by other incentives including tax benefits.
A separate study published through ScienceDirect concluded that MHC firms are less likely to be acquired, as the structure shields them from the market for corporate control.
Mutual of Omaha itself explored an MHC conversion in 1998, S&P Global has reported, but did not proceed. Nebraska had passed its Mutual Insurance Holding Company Act the year before.
The reorganization received policyholder approval in March, when members voted either by proxy or in person at the annual meeting. A spokesperson said policyholders voted "overwhelmingly" in favor. Following the vote, the company filed a letter of certification with the Nebraska Department of Insurance, clearing the final regulatory step.
