Item 2.01. Completion of Acquisition or Disposition of Assets.

(i)On January 3, 2022, Independence Holding Company (the "Company") completed its previously announced sale of all of the outstanding shares of common stock of its wholly-owned subsidiary Standard Security Life Insurance Company of New York ("Standard Security Life") to Reliance Standard Life Insurance Company ("Reliance Standard") (the "SSL Sale") effective as of January 1, 2022, pursuant to the Stock Purchase Agreement, dated April 14, 2021 (the "SSL Purchase Agreement"), by and among the Company, its wholly-owned subsidiary Independence Capital Corp. ("ICC"), which is the sole parent of Standard Security Life, and Reliance Standard. The SSL Purchase Agreement was subsequently amended and restated pursuant to the Amended and Restated Stock Purchase Agreement, dated July 29, 2021, by and among the Company, ICC and Reliance Standard ("A&R SSL Purchase Agreement") in order to: (i) include in the disposal group, the business lines that were previously excluded from the transaction; (ii) remove the reinsurance requirement for the previously excluded business lines; and (iii) increase the target statutory capital and surplus to $57,000,000. Prior to closing, Standard Security Life received approval for and paid a dividend to ICC in an amount equal to $35 million. At closing, ICC received $196.7 million which is the $180 million purchase price plus the excess of the aggregate statutory capital and surplus of Standard Security Life as of the closing date over $57 million.

The foregoing does not purport to be a complete summary of the SSL Sale or the SSL Purchase Agreement and is qualified in its entirety by reference to the full text of the SSL Purchase Agreement, which was filed as Exhibit 10.14 to the Company's Quarterly Report for the period ended March 31, 2021 filed with the Securities and Exchange Commission on May 7, 2021 and is incorporated by reference as if fully set forth herein. Neither is it a complete summary of the A&R SSL Purchase Agreement and is qualified in its entirety by reference to the full text of the A&R SSL Purchase Agreement, which was filed as Exhibit 10.22 to the Company's Quarterly Report for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 9, 2021 and is incorporated by reference as if fully set forth herein.

(ii)On January 3, 2022, the Company completed its previously announced sale of all of the outstanding shares of common stock of its wholly-owned subsidiary Madison National Life Insurance Company, Inc. ("Madison National Life") to Horace Mann Educators Corporation ("Horace Mann") (the MNL Sale") effective as of January 1, 2022, pursuant to the Stock Purchase Agreement, dated July 14, 2021 (the "MNL Purchase Agreement"), by and among the Company, ICC (the sole parent of Madison National Life), and Horace Mann. The Company received $171.5 million in cash which is the sale price of $172.5 million less adjustment for targeted statutory capital and surplus at closing date. In addition, ICC may receive up to an additional $12.5 million if Madison National Life reaches specified financial targets in 2023.

The foregoing does not purport to be a complete summary of the MNL Sale or the MNL Purchase Agreement and is qualified in its entirety by reference to the full text of the MNL Purchase Agreement, which was filed as Annex A to the Company's Preliminary Information Statement on Schedule 14C filed with the Securities and Exchange Commission on November 1, 2021 and is incorporated by reference as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits.

(b)Pro forma financial information

We have included the following pro forma financial information separately for each of the disposal transactions described above:

(i) Pro Forma Condensed Consolidated Balance Sheet of IHC at September 30, 2021, as if each sale transaction had occurred as of that date, (ii) Pro Forma Condensed Consolidated Statements of Income of IHC for the nine months ended September 30, 2021 and year ended December 31, 2020, as if each sale transaction had occurred as of the beginning of the periods, and (iii) Pro Forma Condensed Consolidated Statements of Income of IHC for the year ended December 31, 2019, as if each sale transaction was reported as discontinued operations for that period, and the related notes thereto. The pro forma financial statements for the SSL Sale transaction and the MNL Sale transaction are filed herewith as Exhibit 99.3 and Exhibit 99.4, respectively, and are incorporated herein by reference.





(d)Exhibits

Exhibit 10.1 . Stock Purchase Agreement, dated April 14, 2021, by and among Independence Holding Company, Independence Capital Corp. and Reliance Standard Life Insurance Company (Filed as Exhibit 10.14 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 7, 2021 and incorporated herein by reference.)

Exhibit 10.2 . Amended and Restated Stock Purchase Agreement, dated July 29, 2021, by and among Independence Holding Company, Independence Capital Corp. and Reliance Standard Life Insurance Company (Filed as Exhibit 10.22 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 9, 2021 and incorporated herein by reference.)

Exhibit 10.3 . Stock Purchase Agreement, dated July 14, 2021, by and among Independence Holding Company, Independence Capital Corp. and Horace Mann Educators Corporation (Filed as Annex A to our Preliminary Information Statement on Schedule 14C filed with the SEC on November 1, 2021 and incorporated herein by reference.)

Exhibit 99.1 . News Release of Independence Holding Company dated January 3, 2022 announcing the Completion of the Sale of Standard Security Life Insurance Company of New York.

Exhibit 99.2 . News Release of Independence Holding Company dated January 3, 2022 announcing the Completion of the Sale of Madison National Life Insurance Company, Inc.

Exhibit 99.3 . The (i) Pro Forma Condensed Consolidated Balance Sheet of IHC at September 30, 2021, as if the SSL Sale had occurred as of that date, (ii) Pro Forma Condensed Consolidated Statements of Income of IHC for the nine months ended September 30, 2021 and year ended December 31, 2020, as if the SSL Sale had occurred as of the beginning of the periods, and (iii) Pro Forma Condensed Consolidated Statements of Income of IHC for the year ended December 31, 2019, as if the SSL Sale was reported as discontinued operations for that period, and the related notes thereto.

Exhibit 99.4 . The (i) Pro Forma Condensed Consolidated Balance Sheet of IHC at September 30, 2021, as if the MNL Sale had occurred as of that date, (ii) Pro Forma Condensed Consolidated Statements of Income of IHC for the nine months ended September 30, 2021 and year ended December 31, 2020, as if the MNL Sale had occurred as of the beginning of the periods, and (iii) Pro Forma Condensed Consolidated Statements of Income of IHC for the year ended December 31, 2019, as if the MNL Sale was reported as discontinued operations for that period, and the related notes thereto.





Exhibit 104.  Cover Page Interactive Data File (embedded within the Inline XBRL
document).

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