SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


(Mark One)
☒			ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______.

Commission file number 1-15202

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			22-1867895
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
475 Steamboat Road	Greenwich,	CT	06830
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (203) 629-3000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $.20 per share	WRB	New York Stock Exchange


5.700% Subordinated Debentures due 2058	WRB-PE	New York Stock Exchange
5.100% Subordinated Debentures due 2059	WRB-PF	New York Stock Exchange
4.250% Subordinated Debentures due 2060	WRB-PG	New York Stock Exchange
4.125% Subordinated Debentures due 2061	WRB-PH	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant

to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant's common stock held by non-affiliates as of June 30, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $1521,~~700~~940,~~741~~921,~~833~~884.

Number of shares of common stock, $.20 par value, outstanding as of February 1323, ~~2025~~2026: ~~379~~374,~~226~~490,~~056~~856

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, ~~2024~~2025, are incorporated herein by reference in Part III.

			Page
SAFE HARBOR STATEMENT
	PART I
ITEM	1.	BUSINESS	67
ITEM	1A.	RISK FACTORS	2529
ITEM	1B.	UNRESOLVED STAFF COMMENTS	3642
ITEM	1C.	CYBERSECURITY	3642
ITEM	2.	PROPERTIES	3743
ITEM	3.	LEGAL PROCEEDINGS	3743
ITEM	4.	MINE SAFETY DISCLOSURES	3843
	PART II
ITEM	5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	3944
ITEM	6.	RESERVED
ITEM	7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4146
ITEM	7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6165
ITEM	8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	6266
ITEM	9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	~~114~~119
ITEM	9A.	CONTROLS AND PROCEDURES	~~114~~119
ITEM	9B.	OTHER INFORMATION	~~116~~121
ITEM	9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	~~116~~121
	PART III
ITEM	10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	~~117~~122
ITEM	11.	EXECUTIVE COMPENSATION	~~117~~122
ITEM	12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	~~117~~122
ITEM	13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	~~117~~122
ITEM	14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	~~117~~122
	PART IV
ITEM	15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	~~118~~123
ITEM	16.	FORM 10-K SUMMARY	~~122~~127
EX-19.1		INSIDER TRADING POLICY
EX-4.1		DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
EX-21		LIST OF COMPANIES AND SUBSIDIARIES
EX-23		CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-31.1		CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) /15d-14(a)
EX-31.2		CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) /15d-14(a)
EX-32.1		CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EX-101		INSTANCE DOCUMENT
EX-101		SCHEMA DOCUMENT
EX-101		CALCULATION LINKBASE DOCUMENT
EX-101		LABELS LINKBASE DOCUMENT
EX-101		PRESENTATION LINKBASE DOCUMENT
EX-101		DEFINITION LINKBASE DOCUMENT


EX-101						PRESENTATION LINKBASE DOCUMENT
EX-101						DEFINITION LINKBASE DOCUMENT

SAFE HARBOR STATEMENT

UNDER THE PRIVATE SECURITIES

LITIGATION REFORM ACT OF 1995

This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “potential,” “continued,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report including statements related to our outlook for the industry and for our performance for the year ~~2025~~2026 and beyond, are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. They are subject to various risks and uncertainties, including but not limited to:

•the cyclical nature of the property casualty industry;

•the impact of significant competition, including new entrants to the industry;

•the long-tail and potentially volatile nature of the insurance and reinsurance business;

•product demand and pricing;

•claims development and the process of estimating reserves;

•investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, municipal bonds, foreign government bonds, mortgage-backed securities, loans receivable, investment funds, including real estate, merger arbitrage, energy-related and private equity investments;

•the effects of emerging claim and coverage issues;

•the uncertain nature of damage theories and loss amounts, including claims for cyber security-related risks;

•natural and man-made catastrophic losses, including as a result of terrorist activities;

•the impact of climate change, which may alter the frequency and increase the severity of catastrophe events;

•general economic and market activities, including inflation, interest rates, tariffs and volatility in the credit and capital markets;

•the impact of conditions in the financial markets and the global economy, and the potential effect of legislative, regulatory, accounting or other initiatives taken in response to it, on our results and financial condition;

•cyber security breaches of our information technology systems and the information technology systems of our vendors and other third parties;

•the increasing use of artificial intelligence technologies by us or third-parties on which we rely could expose us to technological, security, legal, and other risks;

•the risk of future pandemics, as well as continuing effects of the COVID-19 pandemic;

•foreign currency and political risks relating to our international operations;

•our ability to attract and retain key personnel and qualified employees;

•continued availability of capital and financing;

•the success of our new ventures or acquisitions and the availability of other opportunities;

•the availability of reinsurance;

•our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2019 ("TRIPRA");

•the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us;

•other legislative and regulatory developments, including those related to business practices in the insurance industry;

•credit risk relating to our policyholders, independent agents and brokers;

•changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies;

•the availability of dividends from our insurance company subsidiaries;

•the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and

•other risks detailed in this Form 10-K and from time to time in our other filings with the Securities and Exchange Commission (“SEC”).

We describe these risks and uncertainties in greater detail in Item 1A, Risk Factors. These risks and uncertainties could cause our actual results for the year ~~2025~~2026 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Our future financial performance is dependent upon factors discussed elsewhere in this Form 10-K and our other SEC filings. Forward-looking statements speak only as of the date on which they are made.

PART I

ITEM 1. BUSINESS

•Insurance - Our Insurance businesses underwrite predominantly commercial insurance business, including excess and surplus lines, admitted lines and specialty personal lines throughout the United States, as well as insurance business in Asia, Australia, Canada, Continental Europe, Mexico, Scandinavia, South America and the United Kingdom.

•Reinsurance & Monoline Excess - Our Reinsurance businesses provide facultative and treaty reinsurance in the United States, the Asia Pacific region, Australia, Continental Europe, South Africa and the United Kingdom, as well as operations that solely retain risk on an excess basis and certain program management business.

Our two reporting segments are each composed of individual businesses that serve a market defined by geography, products, services or industry served. Each of our businesses is positioned close to its customer base and participates in a niche market requiring specialized knowledge. This strategy of decentralized operations allows each of our businesses to identify and respond quickly and effectively to changing market conditions and specific customer needs, while capitalizing on the benefits of centralized capital, investment and reinsurance management, and corporate actuarial, financial, enterprise risk management and compliance support.

Our business approach is focused on meeting the needs of our customers, maintaining a high quality balance sheet, and allocating capital to our best opportunities. New businesses are started when opportunities are identified and when the right talent and expertise are found to lead a business. Of our 5860 businesses, 5153 have been organized and developed internally and seven have been added through acquisition.

Net premiums written, as reported based on United States generally accepted accounting principles (“GAAP”), for each of our reporting segments for each of the past three years were as follows:

	Year Ended December 31,
(In thousands)	~~2024~~2025			~~2023~~2024			~~2022~~2023
Net premiums written:
Insurance	$	1011,~~549~~183,~~550~~713		$	910,~~560~~549,~~533~~550		$	89,~~609~~560,~~028~~533
Reinsurance & Monoline Excess	1,~~422~~527,~~546~~614			1,~~393~~422,~~934~~546			1,~~395~~393,~~042~~934
Total	$	1112,~~972~~711,~~096~~327		$	1011,~~954~~972,~~467~~096		$	10,~~004~~954,~~070~~467
Percentage of net premiums written:
Insurance	88.10		%	8788.31		%	8687.13		%
Reinsurance & Monoline Excess	1112.90			1211.79			1312.97
Total	100.0		%	100.0		%	100.0		%

Thirty-three of our insurance company subsidiaries are rated by A.M. Best Company, Inc. ("A.M. Best") and have financial strength ratings of A+ (Superior) (the second highest rating out of 15 possible ratings). A.M. Best's ratings are based upon factors of concern to policyholders, insurance agents and brokers and are not directed toward the protection of investors. A.M. Best states: “A Best's Financial Strength Rating (FSR) is an independent opinion of an insurer's financial strength and ability to meet its ongoing insurance policy and contract obligations. An FSR is not assigned to specific insurance policies or contracts and does not address any other risk.” A.M. Best reviews its ratings on a periodic basis, and its ratings of the Company's subsidiaries are therefore subject to change.

Our twenty-three insurance company subsidiaries rated by Standard & Poor's (“S&P”) have financial strength ratings of A+AA- (the ~~fifth~~fourth highest rating out of twenty-seven possible ratings).

Our Moody's financial strength ratings are A1 for Berkley Insurance Company, Berkley Regional Insurance Company and Admiral Insurance Company (the fifth highest rating out of twenty-one possible ratings).

Our twenty-five insurance company subsidiaries rated by Fitch Ratings ("Fitch") have insurer financial strength ratings of AA- (the fourth highest rating out of twenty-seven possible ratings).

The following sections describe our reporting segments and their businesses in greater detail. These businesses underwrite on behalf of one or more affiliated insurance companies within the group. The businesses are identified for descriptive purposes only and are not legal entities, but for marketing purposes may sometimes be referred to individually as "a Berkley company" or collectively as "Berkley companies." Unless otherwise indicated, all references in this Form 10-K to “Berkley,” “we,” “us,” “our,” the “Company” or similar terms refer to W. R. Berkley Corporation together with its subsidiaries and businesses. W. R. Berkley Corporation is a Delaware corporation formed in 1970.

Insurance

Our Insurance businesses underwrite predominantly commercial and specialty personal lines insurance business primarily throughout the United States. Many units offer coverage globally, while others specialize in specific international markets. The Insurance businesses focus on the following general areas:

Excess & Surplus Lines: A number of our businesses are dedicated to the U.S. excess and surplus lines market. They serve a diverse group of customers that often have complex risk or unique exposures that typically fall outside the underwriting guidelines of the standard insurance market. Lines of business underwritten by our excess and surplus lines businesses include premises operations, auto, property, products liability, general liability and professional liability lines. Products are generally distributed through wholesale agents and brokers.

Industry Specialty: Certain other businesses focus on providing specialty coverages to customers within a particular industry that are best served by underwriters and claims professionals with specialized knowledge of that industry. They offer multiple lines of business with policies tailored to address the unique exposures of these industries, often with the flexibility of providing coverages on either an admitted or a non-admitted basis in the U.S., as well as internationally. Each business delivers its products through one or more distribution channels, including retail and wholesale agents, brokers, and managing general agents (MGAs), depending on the customer and the particular risks insured.

Product Specialty: Other businesses specialize in providing specific lines of insurance coverage, such as workers’ compensation or professional liability, to a wide range of customers. They offer insurance products, analytical tools and risk management services such as loss control and claims management that enable clients to manage their risk appropriately. Business is typically written on an admitted basis, although some businesses may offer non-admitted products in the U.S. and offer products internationally. Independent agents and brokers are the primary means of distribution.

Regional: Certain businesses offer standard insurance products and services focused on meeting the specific needs of a geographically differentiated customer base. Key clients are small-to-midsized businesses. These regionally focused businesses provide a broad array of commercial insurance products to customers primarily in 45 states and the District of Columbia and have developed expertise in niches that reflect local economies. They are organized geographically in order to provide them with the flexibility to adapt quickly to local market conditions and customer needs.

In addition, ~~through our non-U.S. insurance businesses,~~ we have ~~the~~extensive ~~capability to write business in 87 countries~~ worldwide capabilities, with branches or offices in 4052 cities outside the United States, in Asia, Australia, Canada, Continental Europe, Mexico, Scandinavia, South America, and the United Kingdom, and through Lloyds’ global licensing. In each geographic region in which we operate, we have built decentralized structures that allow products and services to be tailored to each regional customer base. Our businesses are managed by teams of professionals with expertise in local markets and knowledge of regional environments.

In addition to providing insurance products, certain businesses also provide a wide variety of fee-based services, including claims, administrative and consulting services.

Businesses comprising the Insurance segment are as follows:

Acadia Insurance is a Northeast regional property casualty underwriter offering a broad portfolio of products exclusively through local independent agents in Connecticut, Maine, Massachusetts, New Hampshire, New York, Rhode Island and Vermont. In addition to its general offerings, Acadia has specialized expertise in insuring regional industries such as construction, service contractors, lumber, and transportation.

Admiral Insurance provides excess and surplus lines coverage for commercial risks that generally consist of hard-to- place, specialized risks that involve moderate to high degrees of hazard. In both general liability and professional lines, Admiral has a broad line of products to meet the needs of existing as well as emerging opportunities. The distribution of products is limited ~~solely~~ to wholesale brokers.

Berkley Accident and Health underwrites accident and health insurance and reinsurance products in four primary areas: medical stop loss, managed care, special risk and group captive. It has a diversified product and service portfolio serving a range of clients from small employers, health care organizations, and membership groups to Fortune 500 companies.

Berkley Agribusiness offers insurance for larger commercial risks across the United States involved in the supply, storage, handling, processing and distribution of commodities related to the agriculture and food industries.

Berkley Alliance Managers offers tailored insurance coverages and comprehensive risk management solutions designed to enhance profitability and reduce susceptibility to loss in four target markets - Design Professionals, Construction Professionals, Accounting Professionals and miscellaneous non-medical Service Professionals.

Berkley Aspire provides excess and surplus lines coverage on a national basis to small to medium-sized insureds with low to moderate insurance risk. Its product lines include general liability, excess liability and some property and inland marine coverage. It serves a limited distribution channel, including select agents.

Berkley Asset Protection provides specialized insurance coverages for fine arts and jewelry exposures to commercial and individual clients.

Berkley Canada underwrites specialty, casualty and surety lines of business on behalf of the Canadian branch of Berkley Insurance Company. It specializes in commercial casualty and professional liability, and offers a broad portfolio of risk products that include commercial general liability, umbrella, professional liability, directors and officers, commercial property and surety, in addition to niche products for specific industries such as technology, life sciences and travel.

Berkley Construction Solutions provides excess liability coverage to residential and commercial contractors on a project or practice basis.

Berkley Custom Insurance focuses on the excess casualty insurance market and offers umbrella and excess liability coverages to clients from the small/middle market to Fortune 1000 companies in target classes of business including construction, manufacturing, retail/wholesale trade, finance, real estate, public entities and oil & gas.

Berkley Cyber Risk Solutions focuses on insurance and risk management products that respond to the changing cyber security vulnerabilities of organizations around the world. It offers specialty commercial cyber insurance coverages on a worldwide basis to clients of all sizes.

Berkley Edge provides excess and surplus lines coverage for small to mid-sized commercial accounts that generally consist of hard-to-place, specialized risks involving moderate to high degrees of hazard. In both general liability and professional lines, Berkley Edge offers limited coverage options and distributes its products through a limited group of wholesale brokers.

Berkley Embedded Solutions delivers tailored, digital-first insurance products and services at the point of purchase.

Berkley Enterprise Risk Solutions provides custom workers' compensation programs to large employers operating in a broad range of industries. Loss sensitive and/or guaranteed cost programs are offered to employers with exposure predominately in California.

Berkley Entertainment underwrites property casualty insurance products, both on an admitted and non-admitted basis, for clients in the entertainment industry and sports-related organizations.

Berkley Environmental underwrites casualty and specialty environmental products for environmental customers including contractors, consultants, property owners and facilities operators.

Berkley Financial Specialists serves the insurance needs of companies predominantly in the financial services sector. Its Berkley Crime division provides crime and fidelity related insurance products for commercial organizations, financial sector businesses and governmental entities on a primary and excess basis. Its Financial Services segment provides management liability and fidelity products to financial institutions, insurance companies and asset management firms.

Berkley Fire & Marine offers aspecialized ~~broad~~insurance ~~range~~products ofand ~~preferred~~services for inland marine and related property risks, ~~and services to customers throughout the United States~~nationwide. ~~Products~~These products are distributed through independent agents and brokers.

Berkley Healthcare underwrites customized, comprehensive insurance solutions for the full spectrum of healthcare providers. Through Berkley Healthcare Medical Professional, it offers a wide range of medical professional coverages. Through Berkley Healthcare Financial Lines, it offers a comprehensive suite of financial lines coverages.

Berkley Human Services provides property casualty insurance coverages to human services organizations, including nonprofit and for-profit organizations. Its product offerings include traditional primary and excess coverages.

Berkley Industrial Comp specializes in writing workers' compensation insurance for diverse high hazard industries in select states. Its products are distributed by a select group of independent retail agents and wholesale brokers.

~~Berkley Insurance Asia underwrites specialty commercial insurance coverages to clients in North Asia and Southeast Asia through offices in Hong Kong, India, Shanghai and Singapore.~~ 9

Berkley Insurance Asia underwrites specialty commercial insurance coverages to clients in Asia through offices in Hong Kong, India, Shanghai and Singapore.

Berkley Insurance Australia underwrites general insurance business in Australia, including professional indemnity insurance for companies of all sizes.

Berkley Latinoamérica provides property, casualty, auto, surety, group life and workers' compensation products and services in Argentina, Brazil, the Caribbean, Colombia, Mexico and Uruguay.

Berkley Life Sciences offers a comprehensive spectrum of property casualty products to the life sciences industry on a global basis, including both primary and excess product liability coverages. It serves pharmaceutical and biotech companies, medical device companies, dietary supplement companies, medical and research related software developers, contract research and manufacturing organizations, research institutions and organizations, and other related businesses.

Berkley Luxury Group provides both admitted and non-admitted commercial package insurance solutions for premium real estate business including high-end cooperatives and condominiums, office buildings and upscale restaurants across major metropolitan markets throughout the continental U.S. It also offers non-admitted excess property coverage for high-value properties on a shared and layered basis across the U.S.

Berkley Management Protection offers a modular suite of management liability products for small and middle market companies through a bespoke and easy to use platform tailored to independent agents. The management liability coverages ~~they~~provided ~~provide~~ include directors and officers, employment practices, fiduciary, cyber, crime and miscellaneous professional liability.

Berkley Mid-Atlantic Group provides commercial property casualty coverages to a wide variety of businesses in Delaware, the District of Columbia, Maryland, Ohio, Pennsylvania, and Virginia. Focusing on small and middle market accounts, it complements its standard writings with specialized products in areas such as construction.

Berkley Net Underwriters focuses on small and medium-sized commercial risks, using a web-based system to allow producers to quote, bind and service workers' compensation insurance products on behalf of Berkley member insurance companies.

Berkley North Pacific offers preferred insurance products and services to a broad range of small to medium size commercial entities. It operates through independent agents in Idaho, Montana, Oregon, Utah and Washington.

Berkley Offshore Underwriting Managers is a specialist global underwriter of energy and marine risks. Its three divisions provide specialty insurance products in the energy upstream, energy liability and marine sectors.

Berkley Oil & Gas provides property casualty products and risk services to the United States energy sector. Its customer base includes risks that work in the oil patch, including operators, drillers, geophysical contractors, well-servicing contractors, and manufacturers/distributors of oil field products, as well as those in the renewable energy sector.

Berkley One provides a customizable suite of personal lines insurance solutions including home, condo/co-op, auto, fine art and collectibles, liability, collector vehicle and recreational marine. Berkley One targets high net worth individuals and families with sophisticated risk management needs.

Berkley Product Protection offers a broad product suite, including product liability and product recall and contamination, to assist clients in the manufacturing, wholesale and import space with their risk management and insurance needs.

Berkley Professional Liability specializes in professional liability insurance for publicly-traded and private entities on a worldwide basis. Its liability coverages include directors and officers, errors and omissions, fiduciary, employment practices, and sponsored insurance agents' errors and omissions. Berkley Transactional, a division of Berkley Professional Liability, underwrites ~~a full suite of~~ transactional insurance products, including representations and warranties insurance, and tax opinion insurance.

Berkley Public Entity specializes in providing excess coverage and services to individual governmental and scholastic entities and intergovernmental risk sharing groups. Products include general liability, auto liability, law enforcement liability, public officials and educator's legal liability, employment practices liability, incidental medical, property and crime.

Berkley Risk provides at-risk and alternative risk insurance program management services for a broad range of groups and individuals including public entity pools, professional associations, and self-insured clients. As a third party administrator, it manages workers’ compensation, liability and property claims nationwide.

Berkley Select specializes in underwriting professional liability insurance for law firms and accounting firms, as well as other professional firms and their practices. It also offers executive liability products, including directors and officers liability, employment practices and fiduciary liability, to small to middle market privately held and not-for-profit customers. Berkley Select provides these insurance products on both an admitted and surplus lines basis.

Berkley Small Business Solutions offers commercial insurance products for small businesses through a modern technology platform that leverages data and analytics. Its initial product offering focuses on preferred risks in the non-fleet transportation market.

Berkley Southeast offers a wide array of commercial lines products in six southeastern states: Alabama, Georgia, Mississippi, North Carolina, South Carolina and Tennessee, specializing in small to mid-sized accounts.

Berkley Southwest offers preferred commercial property and casualty insurance products and services to a wide range of small to medium size commercial entities with a focus on the construction, farm/ranch, retail and service industries. It operates through independent agents in Arizona, Arkansas, New Mexico, Oklahoma and Texas.

Berkley Specialty Excess provides excess and surplus lines coverages for hard-to-place risks involved in moderate to high degrees of hazard. It focuses on highly specialized risk exposures within specific industry verticals such as the environmental and energy industries. Its predominate focus is on providing excess insurance; however, in some cases it provides highly specialized environmental primary products tailored to the individual risk. Products are distributed through a minimal number of insurance brokers and agents that specialize in these industry verticals.

Berkley Specialty London provides a broad range of insurance products to the Lloyd's marketplace, with a concentration in specialist classes of business including property, professional indemnity and financial lines.

Berkley Surety provides a full spectrum of surety bonds for construction, environmental and commercial surety accounts in the U.S. and Canada, through an independent agency and broker platform across seven field locations.

Berkley Technology Underwriters provides technology error & omission (TE&O) and first party cyber coverage along with traditional package, umbrella and worker's compensation products. TE&O and cyber products provide industry specialization for both domestic and foreign technology, government contracting, telecommunications, digital media, manufacturing and private equity firms.

Carolina Casualty is a national provider of primary commercial insurance products and services to the transportation industry. It underwrites on an admitted basis in all 50 states and the District of Columbia. Its Berkley Prime Transportation business provides primary auto liability, auto physical damage and general liability to a broad array of trucking operations.

Continental Western Group is a Midwest regional property and casualty insurance operation providing underwriting and risk management services to a broad array of regional businesses in thirteen Midwest states. In addition to its generalist portfolio, Continental Western offers specialty underwriting solutions for diversified agriculture, construction, light manufacturing, transportation, volunteer fire departments, rural utilities and public entities.

Gemini Transportation is a national provider of excess liability insurance for various domestic surface transportation businesses, including the railroad industry as well as the trucking, busing and other industries that use rubber-wheeled vehicles for over-the-road use.

Intrepid Direct provides commercial insurance coverages through a direct distribution model focused on the franchise market, with specialties including the restaurant, garage and fitness industries.

Key Risk specializes in writing workers' compensation insurance for diverse industries including healthcare, human services, transportation, temporary staffing, professional employer organizations and contractors requiring coverage under the United States Longshore and Harbor Workers' Compensation Act (USL&H). Its products are distributed by a select group of independent retail agents and wholesale brokers located throughout the United States.

Nautilus Insurance Group insures excess and surplus lines risks for small to medium-sized commercial risks with low to moderate susceptibility to loss. It writes commercial excess and surplus lines business nationwide and admitted lines commercial business in a limited number of states. A substantial portion of Nautilus' business is written through its close, long-standing network of general agents, who are chosen on a highly selective basis.

Preferred Employers Insurance focuses exclusively on workers' compensation products and services for businesses based in California. It serves a broad spectrum of industries throughout the state.

Vela Insurance Services specializes in commercial casualty insurance on an excess and surplus lines basis. Its primary focus is on general liability insurance for construction, manufacturing and general casualty clients as well as products liability and miscellaneous professional liability coverages distributed through wholesale insurance brokers.

Verus Specialty Insurance offers tailored casualty, professional liability, and garage coverages, specializing in the excess and surplus lines market. It primarily serves the construction, manufacturing, garage service and professional sectors through a selective wholesale broker network.

W R B Europe is comprised of specialist businesses offering a focused range of insurance products to markets in Continental Europe.

W / R / B Underwriting provides a broad range of insurance products to the Lloyd's marketplace, with a concentration in specialist classes of business including property, professional indemnity and financial lines.

	Year Ended December 31,
	2024	2023	2022
Acadia Insurance	5.4%	5.4%	5.3%
Admiral Insurance	7.3	7.0	6.3
Berkley Accident and Health	5.9	5.4	5.2
Berkley Agribusiness	0.6	0.8	0.8
Berkley Alliance Managers	2.3	2.4	2.8
Berkley Aspire	1.3	1.2	1.0
Berkley Asset Protection	0.9	0.9	1.0
Berkley Canada	1.0	1.0	1.2
Berkley Construction Solutions	0.7	0.6	0.4
Berkley Custom Insurance	2.9	2.9	3.2
Berkley Cyber Risk Solutions	0.7	0.8	0.9
Berkley Enterprise Risk Solutions	0.2	0.1	—
Berkley Entertainment	1.6	1.7	1.9
Berkley Environmental	7.3	6.7	5.7
Berkley Financial Specialists	0.6	0.6	0.6
Berkley Fire & Marine	0.8	0.9	0.8
Berkley Healthcare	1.2	1.5	1.8
Berkley Human Services	1.4	1.3	1.1
Berkley Industrial Comp	0.8	0.7	0.7
Berkley Insurance Asia	0.7	0.8	0.8
Berkley Insurance Australia	1.4	1.6	1.7
Berkley Latinoamérica	3.3	3.2	3.0
Berkley Life Sciences	0.5	0.5	0.5
Berkley Luxury Group	0.7	0.7	0.8
Berkley Management Protection	0.3	0.2	0.1
Berkley Mid-Atlantic Group	0.7	0.9	1.0
Berkley Net Underwriters	1.9	2.0	2.3
Berkley North Pacific	0.8	0.7	0.7
Berkley Offshore Underwriting Managers	1.4	1.5	1.5
Berkley Oil & Gas	1.8	3.0	3.5
Berkley One	3.7	2.6	1.8
Berkley Product Protection	0.4	0.3	0.3
Berkley Professional Liability	2.7	3.8	5.9
Berkley Public Entity	0.6	0.7	0.7
Berkley Risk	0.3	0.3	0.3
Berkley Select	1.8	1.9	1.8
Berkley Small Business Solutions	0.3	0.2	—
Berkley Southeast	2.2	2.3	2.2
Berkley Southwest	1.1	1.3	1.5
Berkley Specialty Excess	0.6	0.2	—
Berkley Surety	1.1	1.1	1.1
Berkley Technology Underwriters	0.6	0.6	0.6
Carolina Casualty	2.0	2.2	2.1
Continental Western Group	2.8	2.6	2.4
Gemini Transportation	2.8	3.0	3.1
Intrepid Direct	1.4	1.5	1.2
Key Risk	1.9	2.1	2.2
Nautilus Insurance Group	5.2	4.8	4.8
Preferred Employers Insurance	0.9	1.0	1.3
Vela Insurance Services	2.5	2.7	2.6
Verus Specialty Insurance	1.1	1.0	0.8
W R B Europe	1.2	1.1	1.1
W/R/B Underwriting	4.1	3.9	3.7
Other	2.3	1.8	1.9
Total	100.0%	100.0%	100.0%

W R B Europe is comprised of specialist businesses offering a focused range of insurance products to markets in Continental Europe.

The following table sets forth the percentage of gross premiums written by each Insurance business:


	Year Ended December 31,
	2025	2024	2023
Acadia Insurance	5.4%	5.4%	5.4%
Admiral Insurance	7.9	7.3	7.0
Berkley Accident and Health	6.8	5.9	5.4
Berkley Agribusiness	0.5	0.6	0.8
Berkley Alliance Managers	2.2	2.3	2.4
Berkley Aspire	1.4	1.3	1.2
Berkley Asset Protection	0.9	0.9	0.9
Berkley Canada	1.0	1.0	1.0
Berkley Construction Solutions	0.8	0.7	0.6
Berkley Custom Insurance	2.8	2.9	2.9
Berkley Cyber Risk Solutions	0.6	0.7	0.8


Berkley Enterprise Risk Solutions	0.2	0.2	0.1
Berkley Entertainment	1.7	1.6	1.7
Berkley Environmental	7.6	7.3	6.7
Berkley Financial Specialists	0.6	0.6	0.6
Berkley Fire & Marine	0.8	0.8	0.9
Berkley Healthcare	1.1	1.2	1.5
Berkley Human Services	0.7	1.4	1.3
Berkley Industrial Comp	0.9	0.8	0.7
Berkley Insurance Asia	0.6	0.7	0.8
Berkley Insurance Australia	1.3	1.4	1.6
Berkley Latinoamérica	3.4	3.3	3.2
Berkley Life Sciences	0.6	0.5	0.5
Berkley Luxury Group	0.8	0.7	0.7
Berkley Management Protection	0.5	0.3	0.2
Berkley Mid-Atlantic Group	0.7	0.7	0.9
Berkley Net Underwriters	1.6	1.9	2.0
Berkley North Pacific	0.7	0.8	0.7
Berkley Offshore Underwriting Managers	1.3	1.4	1.5
Berkley Oil & Gas	1.6	1.8	3.0
Berkley One	4.8	3.7	2.6
Berkley Product Protection	0.4	0.4	0.3
Berkley Professional Liability	2.3	2.7	3.8
Berkley Public Entity	0.4	0.6	0.7
Berkley Risk	0.3	0.3	0.3
Berkley Select	1.7	1.8	1.9
Berkley Small Business Solutions	0.6	0.3	0.2
Berkley Southeast	1.9	2.2	2.3
Berkley Southwest	1.1	1.1	1.3
Berkley Specialty Excess	0.8	0.6	0.2
Berkley Specialty London	3.9	4.1	3.9
Berkley Surety	1.0	1.1	1.1
Berkley Technology Underwriters	0.5	0.6	0.6
Carolina Casualty	1.9	2.0	2.2
Continental Western Group	2.9	2.8	2.6
Gemini Transportation	2.5	2.8	3.0
Intrepid Direct	1.4	1.4	1.5
Key Risk	2.2	1.9	2.1
Nautilus Insurance Group	5.1	5.2	4.8
Preferred Employers Insurance	0.7	0.9	1.0
Vela Insurance Services	2.1	2.5	2.7
Verus Specialty Insurance	1.1	1.1	1.0
W R B Europe	1.3	1.2	1.1
Other	2.1	2.3	1.8
Total	100.0%	100.0%	100.0%

The following table sets forth percentages of gross premiums written, by line, by our Insurance operations:

	Year Ended December 31,
	2024	2023	2022
	2025	2024	2023
Other liability	3938.06%	3839.70%	3738.57%
Short-tail lines (1)	2627.13	2426.71	2224.87
Auto	12.9	12.79	12.07
Professional liability	1211.04	1312.10	1513.81
Workers' compensation	109.08	10.80	1110.98
Total	100.0%	100.0%	100.0%

___________________

(1)Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler and machinery, high net worth homeowners and other lines.

Reinsurance & Monoline Excess

We provide other insurance companies and self-insureds with assistance in managing their net risk through reinsurance on either a portfolio basis, through treaty reinsurance, or on an individual basis, through facultative reinsurance as well as certain program management businesses. Our monoline excess operations solely retain risk on an excess basis. Our program business offers insurance support for program administrators.

Businesses comprising the Reinsurance & Monoline Excess segment are as follows:

Berkley Integrated Solutions offers specialized solutions to clients through facultative reinsurance, turnkey offerings and program management through the following units: Berkley Re Solutions offers casualty facultative reinsurance products including automatic, semi-automatic and individual risk assumed to clients on a direct basis through a nationwide network of regional offices. It also provides its customers with turnkey products such as cyber, employment practices liability insurance, liquor liability insurance and violent events coverage to help enhance its clients' product offerings, along with underwriting, claims, and actuarial consultation services. Berkley Program Specialists is a program management business offering both admitted and non-admitted insurance support on a nationwide basis for commercial casualty and property program administrators with specialized insurance expertise.

Berkley Re America provides treaty and facultative reinsurance solutions on a variety of product lines through reinsurance brokers to companies whose primary operations are within the United States and Canada.

Berkley Re Asia Pacific provides property and casualty reinsurance to the Asia Pacific marketplace. With offices in Brisbane, Sydney, Beijing and Singapore, each branch focuses on excess of loss reinsurance, targeting both property and casualty treaty and facultative contracts, through multiple distribution channels.

Berkley Re UK writes international property casualty treaty and property facultative accounts. Its territorial scope includes reinsured clients domiciled in the United Kingdom, Europe, Africa, the Middle East and the Caribbean.

Lloyd's Syndicate 2791 Participation represents the Company's minority participation in a Lloyd's syndicate that writes a broad range of mainly short-tail classes of business.

Midwest Employers Casualty offers tailored excess workers' compensation insurance coverage nationwide, as well as customized captive insurance coverage to U.S. domiciled and offshore captives. It distributes its products through retail and wholesale agencies.

1214

The following table sets forth the percentages of gross premiums written by each Reinsurance & Monoline Excess business:

	Year Ended December 31,
	2024	2023	2022
	2025	2024	2023
Berkley Integrated Solutions	1415.12%	1614.21%	2216.52%
Berkley Re America	3433.42	3134.54	3031.95
Berkley Re Asia Pacific	1311.89	1413.98	1314.79
Berkley Re UK	911.94	109.69	1110.36
Lloyd's Syndicate 2791 Participation	8.63	8.86	58.48
Midwest Employers Casualty	1920.20	1819.02	1618.20
Total	100.0%	100.0%	100.0%

The following table sets forth the percentages of gross premiums written, by line, by our Reinsurance & Monoline Excess operations:

	Year Ended December 31,
	2024	2023	2022
	2025	2024	2023
Casualty	4946.13%	5449.1%	6154.1%
Property	3133.67	2731.96	2227.79
Monoline Excess	1920.30	1819.03	1618.20
Total	100.0%	100.0%	100.0%

Results by Segment

Summary financial information about our segments is presented on a GAAP basis in the following table:

Year Ended December 31,

(In thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Insurance

Revenue

1112,~~181~~095,~~501~~601

911,~~827~~181,~~866~~501

89,~~749~~827,~~019~~866

Income before income taxes

12,~~942~~027,~~083~~244

1,~~629~~942,~~918~~083

1,~~445~~629,~~745~~918

Reinsurance & Monoline Excess

Revenue

1,~~696~~781,~~905~~761

1,~~615~~696,~~277~~905

1,~~590~~615,~~113~~277

Income before income taxes

~~466~~517,~~595~~538

~~449~~466,~~285~~595

~~326~~449,~~440~~285

Other (1)

Revenue

~~760~~830,~~346~~494

~~699~~760,~~795~~346

~~827~~699,~~367~~795

Loss before income taxes

(~~144~~264,~~185~~239)

(~~324~~144,~~800~~185)

(52324,~~504~~800)

Total

Revenue

1314,~~638~~707,~~752~~856

1213,~~142~~638,~~938~~752

1112,~~166~~142,~~499~~938

Income before income taxes

2,~~264~~280,~~493~~543

12,~~754~~264,~~403~~493

1,~~719~~754,~~681~~403

_______________________________________

(1)Represents corporate revenues and expenses, net investment gains and losses, and revenues and expenses from non-insurance businesses that are consolidated for financial reporting purposes.

1315

The table below represents summary underwriting ratios on a GAAP basis for our segments. Loss ratio is losses and loss expenses incurred expressed as a percentage of net premiums earned. Expense ratio is policy acquisition and insurance operating expenses expressed as a percentage of net premiums earned. Policy acquisition and insurance operating expenses do not include expenses related to insurance services or unallocated corporate expenses. Combined ratio is the sum of the loss ratio and the expense ratio. The combined ratio represents a measure of underwriting profitability, excluding investment income. A number in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Insurance
Loss ratio	6263.85	%	62.38	%	6162.43	%
Expense ratio	28.42		28.34		2728.73
Combined ratio	91.27	%	9091.62	%	8990.16	%
Reinsurance & Monoline Excess
Loss ratio	54.76	%	54.37	%	6154.03	%
Expense ratio	29.41		29.4		29.24
Combined ratio	8483.17	%	8384.71	%	9083.27	%
Total
Loss ratio	6162.84	%	61.38	%	61.3	%
Expense ratio	28.53		28.45		28.04
Combined ratio	90.37	%	8990.73	%	89.37	%

Investments

Investment results, before income taxes, were as follows:

	Year Ended December 31,
(In thousands)	~~2024~~2025			~~2023~~2024			~~2022~~2023
Average investments, at cost (1)	$	2831,~~942~~644,~~819~~778		$	2628,~~444~~942,~~111~~819		$	2426,~~438~~444,~~112~~111
Net investment income (1)	$	1,~~333~~429,~~161~~067		$	1,~~052~~333,~~835~~161		$	~~779~~1,~~185~~052,835
Percent earned on average investments (1)	4.65		%	34.96		%	3.29		%
Net investment gains	$	~~117~~132,~~708~~220		$	47117,~~042~~708		$	~~202~~47,~~397~~042
Change in unrealized investment gains (losses) (2)	$	84497,~~474~~765		$	~~392~~84,~~903~~474		$	(1392,~~248,128)~~903

_______________________________________

(1)Includes investments, cash and cash equivalents, trading accounts receivable (payable) from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases.

(2)Represents the pre-tax change in unrealized investment gains (losses) for available for sale securities recognized in stockholders' equity.

For comparison, the following are the coupon returns for the Barclays U.S. Aggregate Bond Index and the dividend returns for the S&P 500® Index:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Barclays U.S. Aggregate Bond Index	3.49	%	3.34	%	23.73	%
S&P 500® Index	1.75		21.07		12.30

The percentages of the fixed maturity portfolio categorized by contractual maturity, based on fair value, on the dates indicated, are set forth below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or prepay certain obligations.

1416

	Year Ended December 31,
	2024	2023	2022
	2025	2024	2023
1 year or less	76.79%	97.27%	89.72%
Over 1 year through 5 years	4032.52	4640.25	4746.2
Over 5 years through 10 years	1715.43	2117.24	2321.42
Over 10 years	1726.64	1217.26	1112.2
Mortgage-backed securities	1619.82	1116.28	911.52
Total	100.0%	100.0%	100.0%

At each of December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, the fixed maturity portfolio, including cash and cash equivalents, had an effective duration of 23.60 years, 2.46 years and 2.4 years, respectively.

Loss and Loss Expense Reserves

To recognize liabilities for unpaid losses, either known or unknown, insurers establish reserves, which is a balance sheet account representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred. Estimates and assumptions relating to reserves for losses and loss expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are also susceptible to change as significant periods of time may elapse between the occurrence of an insured loss, the report of the loss to the insurer, the ultimate determination of the cost of the loss and the insurer’s payment of that loss.

In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate payment based upon known information about the claim at that time. The estimate represents an informed judgment based on general reserving practices and reflects the experience and knowledge of the claims personnel regarding the nature and value of the specific type of claim. Reserves are also established on an aggregate basis to provide for losses incurred but not reported (“IBNR”) to the insurer, potential inadequacy of case reserves and the estimated expenses of settling claims, including legal and other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then current legal interpretation of coverage provided.

In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These factors include, among others, historical data, legal developments, changes in social attitudes and economic conditions, including the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted judgmentally for the effects of current developments and anticipated trends, is an appropriate basis for predicting future outcomes. Reserve amounts are necessarily based on management’s informed estimates and judgments using currently available data. As additional experience and other data become available and are reviewed, these estimates and judgments may be revised. This may result in reserve increases or decreases that would be reflected in our results in periods in which such estimates and assumptions are changed.

The risk and complexity of estimating loss reserves are greater when economic conditions are uncertain. It is especially difficult to estimate the impact of inflation on loss reserves given the current economic environment and related government actions. Whereas a slowing economy would generally lead to lower inflation or even deflation, increased government spending would generally lead to higher inflation. A change in our assumptions regarding inflation would result in reserve increases or decreases that would be reflected in our earnings in periods in which such assumptions are changed.

Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management expects the ultimate settlement and claim administration will cost. While the methods for establishing the reserves are well tested over time, some of the major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation. These estimates, which generally involve actuarial projections, are based on management’s assessment of facts and circumstances then known, as well as estimates of trends in claims severity and frequency, judicial theories of liability and other factors, including the actions of third parties, which are beyond the Company’s control. These variables are affected by external and internal events, such as inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative changes and claim handling and reserving practices, which make it more difficult to accurately predict claim costs. The inherent uncertainties of estimating reserves are greater for certain types of liabilities where long periods of time elapse before a definitive determination of liability is made. Although the loss reserves included in the Company’s financial statements represent management’s best estimates, setting reserves is inherently uncertain and the Company cannot provide assurance that its current reserves will prove adequate in light of subsequent events.

1517

The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation reserves that were discounted was $1,~~358~~400 million and $1,~~352~~358 million at December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $~~405~~420 million and $~~390~~405 million at December 31, ~~2024~~2025 and ~~2023~~2024, respectively. At December 31, ~~2024~~2025, discount rates by year ranged from 0.7% to 6.5%, with a weighted average discount rate of 3.6%.

Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, ~~2024~~2025) are excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized. The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout experience.

The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing approximately 3% of total discounted reserves at December 31, ~~2024~~2025), including reserves for quota share reinsurance and reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates permitted by the Department of Insurance of the State of Delaware.

To date, known environmental and asbestos claims have not had a material impact on the Company’s operations, because its subsidiaries generally did not insure large industrial companies that are subject to significant environmental or asbestos exposures prior to 1986 when an absolute exclusion was incorporated into standard policy language.

The Company’s net reserves for losses and loss expenses relating to environmental and asbestos claims on policies written before adoption of the absolute exclusion was $1613 million and $1716 million at December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The estimation of these liabilities is subject to significantly greater than normal variation and uncertainty because it is difficult to make an actuarial estimate of these liabilities due to the absence of a generally accepted actuarial methodology for these exposures and the potential effect of significant unresolved legal matters, including coverage issues, as well as the cost of litigating the legal issues. Additionally, the determination of ultimate damages and the final allocation of such damages to financially responsible parties are highly uncertain.

The table below provides a reconciliation of the beginning of year and end of year property casualty reserves for the indicated years:

(In thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Net reserves at beginning of year

1517,~~661~~166,~~820~~641

1415,~~248~~661,~~879~~820

1214,~~848~~248,~~362~~879

Net provision for losses and loss expenses:

Claims occurring during the current year (1)

7,~~083~~702,~~999~~638

67,~~311~~083,~~780~~999

56,~~774~~311,~~713~~780

Increase in estimates for claims occurring in prior years (2)

1434,~~350~~446

2914,~~681~~350

5429,~~511~~681

Loss reserve discount accretion

3334,~~246~~573

3033,~~681~~246

3230,~~526~~681

Total

7,~~131~~771,~~595~~657

67,~~372~~131,~~142~~595

56,~~861~~372,~~750~~142

Net payments for claims:

Current year

1,~~278~~375,~~585~~478

1,~~217~~278,~~078~~585

1,~~068~~217,~~577~~078

Prior years

4,~~205~~758,~~845~~098

34,~~764~~205,~~532~~845

3,~~279~~764,~~333~~532

Total

56,~~484~~133,~~430~~576

45,~~981~~484,~~610~~430

4,~~347~~981,~~910~~610

Foreign currency translation

~~(142~~148,~~344)~~952

22(142,~~409~~344)

~~(113~~22,~~323)~~409

Net reserves at end of year

1718,~~166~~953,~~641~~674

1517,~~661~~166,~~820~~641

1415,~~248~~661,~~879~~820

Ceded reserves at end of year

3,~~201~~254,~~389~~099

3,~~077~~201,~~832~~389

23,~~762~~077,~~344~~832

Gross reserves at end of year

2022,~~368~~207,~~030~~773

1820,~~739~~368,~~652~~030

1718,~~011~~739,~~223~~652

Net change in premiums and losses occurring in prior years:

Increase in estimates for claims occurring in prior years (2)

(1434,~~350~~446)

(2914,~~681~~350)

(5429,~~511~~681)

Retrospective premium adjustments for claims occurring in prior years (3)

1837,~~782~~692

1018,782

1810,~~106~~782

Net premium and reserve development on prior years

43,~~432~~246

~~(18~~4,~~899)~~432

(3618,~~405~~899)

____________________________________

1618

(1)Claims occurring during the current year are net of loss reserve discounts of $4956 million, $4749 million and $3547 million in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

(2)The change in estimates for claims occurring in prior years is net of loss reserve discount. On an undiscounted basis, the estimates for claims occurring in prior years increased by $1329 million in ~~2024~~2025, ~~decreased~~increased by $13 million in ~~2023~~2024, and ~~increased~~decreased by $1613 million in ~~2022~~2023.

(3)For certain retrospectively rated insurance policies and reinsurance agreements, changes in loss and loss expenses for prior years are offset by additional or return premiums.

Also, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 13, Reserves for Losses and Loss Expenses included in our audited consolidated financial statements for further information regarding the changes in estimates for claims occurring in prior years.

A reconciliation between the reserves as of December 31, ~~2024~~2025 as reported in the accompanying consolidated GAAP financial statements and those reported on the basis of statutory accounting principles (“SAP”) in the Company’s U.S. regulatory filings is as follows:

(In thousands)
Net reserves reported in U.S. regulatory filings on a SAP basis	$	1617,~~328~~994,~~835~~572
Reserves for non-U.S. companies	~~922~~1,~~868~~055,260
Loss reserve discounting (1)	(92101,~~921~~538)
Ceded reserves	3,~~201~~254,~~389~~099
Allowance for expected credit losses on due from reinsurers	75,~~859~~380
Gross reserves reported in the consolidated GAAP financial statements	$	2022,~~368~~207,~~030~~773

_________________________

(1)For statutory purposes, the Company discounts its workers’ compensation reinsurance reserves at 2.5% as prescribed or permitted by the Department of Insurance of the State of Delaware. In its GAAP financial statements, the Company discounts excess workers’ compensation reserves at the risk-free rate and assumed workers’ compensation reserves at the statutory rate.

Reinsurance

We follow a common industry practice of reinsuring a portion of our exposures and paying to reinsurers a portion of the premiums received on the policies that we write. Reinsurance is purchased principally to reduce net liability on individual risks and to protect against catastrophic losses. Although reinsurance does not legally discharge an insurer from its primary liability for the full amount of the policies, it does make the assuming reinsurer contractually liable to the insurer to the extent of the reinsurance coverage. We monitor the financial condition of our reinsurers and attempt to place our coverages only with substantial, financially sound carriers. As a result, generally the reinsurers who reinsure our casualty insurance must have an A.M. Best rating of “A (Excellent)” or better with at least $1 billion in policyholder surplus and the reinsurers who cover our property insurance must have an A.M. Best rating of “A- (Excellent)” or better with at least $1 billion in policyholder surplus.

Regulation

U.S. Regulation

Our U.S. insurance subsidiaries are principally regulated by their domiciliary state insurance departments and are subject to varying degrees of regulation and supervision in the other U.S. jurisdictions in which they do business. As of January 1, ~~2025~~2026, there are ~~six~~eight domiciliary states related to our U.S. insurance subsidiaries.

Overview. Our domestic insurance subsidiaries are subject to statutes which delegate regulatory, supervisory and administrative powers to state insurance commissioners. This regulation relates to such matters as the standards of solvency which must be met and maintained; the licensing of insurers and their agents; the nature of and limitations on investments; deposits of securities for the benefit of policyholders; approval of certain policy forms and premium rates; periodic examination of the affairs of insurance companies; annual and other reports required to be filed on the financial condition of insurers or for other purposes; establishment and maintenance of reserves for unearned premiums, loss expenses and losses; regulating certain transactions with affiliates; and requirements regarding numerous other matters. Our property casualty subsidiaries, other than our excess and surplus lines and reinsurance subsidiaries, must generally file all rates and policy forms with the insurance department of each state in which they operate. Our excess and surplus lines and reinsurance subsidiaries generally operate free of rate and form regulation.

~~surplus lines and reinsurance subsidiaries generally operate free of rate and form regulation.~~19

17Holding Company Statutes. In addition to regulatory supervision of our insurance subsidiaries, we are subject to state statutes governing insurance holding company systems. Under the terms of applicable state statutes, any person or entity desiring to purchase more than a specified percentage (commonly 10%) of our outstanding voting securities would be required to obtain prior regulatory approval of the purchase. Typically, such statutes require that we periodically file information with the appropriate domiciliary state insurance commissioner, including information concerning our capital structure, ownership, financial condition and general business operations. These statutes also provide that all transactions among members of a holding company system must be fair and reasonable and, if material or of specified types, such transactions require prior notice and approval or non-disapproval by the domiciliary insurance regulator.

~~Holding~~We ~~Company~~are ~~Statutes.~~required Into ~~addition~~submit to ~~regulatory~~the ~~supervision~~Delaware Department of Insurance, the lead state regulator for our ~~insurance~~group, ~~subsidiaries~~an annual “enterprise risk management report,” wewhich ~~are~~identifies ~~subject~~the toactivities ~~state~~and ~~statutes~~circumstances ~~governing~~of ~~insurance~~any ~~holding~~affiliated company ~~systems.~~that ~~Under~~might have a material adverse effect on the ~~terms~~financial condition of ~~applicable~~our ~~state~~group ~~statutes,~~or ~~any~~our ~~person~~U.S. orlicensed ~~entity~~insurers. ~~desiring~~We must also annually submit to ~~purchase~~the ~~more~~Delaware ~~than~~Department aof ~~specified~~Insurance ~~percentage~~an Own Risk and Solvency Assessment Summary Report (~~commonly~~“ORSA ~~10%~~Report”), which is a confidential internal assessment of ~~our~~the ~~outstanding~~material ~~voting~~and ~~securities~~relevant ~~would~~risks beassociated ~~required~~with toan ~~obtain~~insurer’s ~~prior~~current ~~regulatory~~business ~~approval~~plan ofand the ~~purchase~~sufficiency of capital resources to support those risks. ~~Typically~~We are required, ~~such~~at ~~statutes~~least ~~require~~annually, ~~that~~to weconduct ~~periodically~~an ~~file~~Own ~~information~~Risk ~~with~~and ~~the~~Solvency ~~appropriate~~Assessment ~~domiciliary~~regarding ~~state~~the ~~insurance~~adequacy ~~commissioner,~~of ~~including~~our ~~information~~risk ~~concerning~~management ~~our~~framework ~~capital~~and ~~structure~~our current, ~~ownership~~and estimated projected future, ~~financial~~solvency ~~condition~~position. We must internally document the process and ~~general~~results ~~business~~of ~~operations~~the assessment.

WeUnder ~~are required to submit to~~ the ~~Delaware~~National ~~Department~~Association of Insurance, Commissioners (the ~~lead state regulator for our group, an annual~~ “~~enterprise risk management report,~~NAIC”) ~~which~~model ~~identifies~~holding ~~the activities and circumstances of any affiliated~~ company ~~that~~act ~~might~~adopted ~~have~~by ~~a material adverse effect on~~ the ~~financial condition of our group or our~~ states, U.S. ~~licensed~~insurance ~~insurers.~~regulators Weare ~~must~~authorized ~~also~~to ~~annually~~lead ~~submit~~or toparticipate in the ~~Delaware~~group-wide ~~Department~~supervision of ~~Insurance~~internationally anactive ~~Own~~insurance ~~Risk~~groups ~~and Solvency Assessment Summary Report~~ (“~~ORSA Report~~IAIG”),. ~~which~~In isNovember a2019, ~~confidential~~the ~~internal~~International ~~assessment~~Association of ~~the~~Insurance ~~material~~Supervisors ~~and~~(“IAIS”), ~~relevant~~an ~~risks~~international ~~associated~~standard ~~with~~setter, anadopted ~~insurer’s~~a ~~current~~global ~~business~~framework ~~plan~~for ~~and~~ the ~~sufficiency~~supervision of ~~capital~~IAIGs, ~~resources~~as todiscussed ~~support~~below ~~those~~under ~~risks~~“International Regulation.” We ~~are~~received ~~required~~notice ~~to,~~from atthe ~~least~~Delaware ~~annually,~~Department ~~conduct~~of anInsurance ~~Own~~in ~~Risk~~2024 ~~and~~that ~~Solvency~~we ~~Assessment~~are ~~regarding~~considered ~~the~~an ~~adequacy~~IAIG. ofAs ~~our~~an ~~risk management framework and our current~~IAIG, ~~and~~we ~~estimated~~may ~~projected~~be ~~future,~~subject ~~solvency~~to ~~position.~~international Weoversight ~~must~~coordinated ~~internally~~by ~~document~~ the ~~process~~Delaware ~~and~~Department ~~results~~ of ~~the assessment~~Insurance.

~~Under~~In December 2024, the ~~National~~IAIS ~~Association~~adopted ofa ~~Insurance~~risk-based, ~~Commissioners~~group-wide ~~(the~~global insurance capital standard (“~~NAIC~~ICS”) ~~model~~applicable ~~holding~~to ~~company~~IAIGs. ~~act~~In ~~adopted by~~ the ~~states,~~ U.S., ~~insurance~~a ~~regulators~~group ~~are~~calculation ~~authorized~~tool todeveloped ~~lead~~by orthe ~~participate~~NAIC inuses ~~the~~a ~~group~~risk-~~wide~~based ~~supervision~~capital ofaggregation ~~internationally~~methodology ~~active~~applied ~~insurance~~to ~~groups~~all ~~(“IAIG”).~~members ~~In November 2019, the International Association~~ of ~~Insurance~~such ~~Supervisors~~group. ~~(“IAIS”),~~The anmethodology ~~international~~uses ~~standard~~a ~~setter,~~group ~~adopted~~capital aratio ~~global~~defined ~~framework~~as ~~for~~ the ~~supervision~~aggregate ofavailable ~~IAIGs,~~capital asdivided ~~discussed~~by ~~below~~aggregate ~~under~~required ~~“International Regulation~~capital.” In ~~December~~ 2024, the IAIS ~~adopted~~concluded athat ~~risk-based,~~this ~~group-wide~~aggregation ~~global~~methodology ~~insurance~~provides ~~capital~~a ~~standard~~comparable ~~(“ICS”)~~basis ~~applicable~~for tothe ~~IAIGs.~~implementation ~~IAIS~~of ~~member~~the ~~states,~~ICS ~~including~~in the UUnited States.~~S.,~~ ~~will~~The ~~now~~IAIS ~~update~~will ~~their~~undertake ~~domestic~~detailed ~~insurance~~assessments ~~group~~of ~~capital~~member ~~requirements~~jurisdictions' ~~where~~methodologies ~~necessary~~for toimplementation ~~fully~~of ~~reflect~~ the ICS. Weas ~~received~~early ~~notice~~as ~~from the Delaware Department of Insurance in 2024 that we are considered an IAIG~~2027. AsThe anNAIC ~~IAIG,~~is wecurrently ~~may~~working beon ~~subject~~refinements to ~~international~~the ~~oversight~~methodology ~~coordinated~~in byconnection with the ~~Delaware~~IAIS's ~~Department of Insurance~~assessment.

InUnder the United States, the NAIC has developed a group capital calculation tool that uses a risk-based capital aggregation methodology to aggregate the available capital and the minimum capital of each entity in an insurance group regardless of their structure. The NAIC has indicated that it intends to work domestically on its approach to the group capital aggregation method with respect to U.S. implementation of the ICS. Delaware ~~has adopted the NAIC amendments to the model~~ holding company act and regulation, ~~that~~an ~~require~~insurer's ~~the~~ ultimate controlling person ofis anrequired ~~insurer subject~~ to ~~holding~~file ~~company~~a ~~registration to submit the~~ group capital calculation ~~filing~~ annually with ~~its~~the group's lead state regulator.

Cybersecurity and Privacy Regulations. New York’s cybersecurity regulation applies to financial services institutions authorized by the New York State Department of Financial Services (the “NYDFS”), including our insurance subsidiaries licensed in New York. The regulation requires these entities to assess risks associated with their information systems and establish and maintain a cybersecurity program reasonably designed to protect consumers’ private data and the confidentiality, integrity and availability of the licensee’s information systems. The NYDFS ~~has~~ adopted amendments to New York’s cybersecurity regulation, that took effect in phases between November 2023 and November 2025, and which require additional reporting, governance and oversight measures, and enhanced cybersecurity safeguards to be implemented. The ~~amendments~~NAIC ~~take~~has ~~effect~~adopted the Insurance Data Security Model Law (the “Cybersecurity Model Law”) for consideration by state legislatures, which establishes standards for data security, the investigation of cybersecurity events involving the unauthorized access to, or misuse of, certain nonpublic information, and reporting to insurance commissioners regarding the same. The Cybersecurity Model Law imposes significant regulatory burdens intended to protect the confidentiality, integrity and availability of information systems. The Cybersecurity Model Law, or a form thereof, has been adopted by more than 25 states, including four of our U.S. insurance subsidiaries’ domiciliary states. A drafting note in ~~phases~~the Cybersecurity Model Law states that ~~began~~a licensee’s compliance with New York's cybersecurity regulation is intended to constitute compliance with the Cybersecurity Model Law, but compliance remains a state-by-state issue requiring consideration of any state differences in ~~2023~~implementation and ~~continue~~enforcement ~~through~~of ~~2025~~the Cybersecurity Model Law.

~~The~~Certain ~~NAIC~~other ~~has~~states ~~adopted~~have ~~the~~enacted ~~Insurance~~or ~~Data~~are ~~Security~~considering ~~Model~~laws ~~Law~~and ~~(the~~regulations ~~“Cybersecurity~~related ~~Model~~to ~~Law”)~~privacy ~~for~~and ~~consideration~~data bysecurity. ~~state~~For ~~legislatures~~example, ~~which~~the ~~establishes~~California ~~standards~~Consumer ~~for~~Privacy ~~data~~Act ~~security,~~(“CCPA”) ~~the~~broadly ~~investigation~~regulates ~~of cybersecurity events involving~~ the ~~unauthorized access to~~collection, orprocessing ~~misuse~~and disclosure of, ~~certain~~California ~~nonpublic~~residents’ personal information, ~~and reporting to insurance commissioners. The Cybersecurity Model Law~~ imposes ~~significant~~limits ~~regulatory~~on ~~burdens intended to protect~~ the ~~confidentiality,~~“sale” ~~integrity and availability~~ of personal information ~~systems.~~and ~~The~~grants ~~Cybersecurity~~California ~~Model~~residents ~~Law,~~certain orrights ~~a form thereof~~to, ~~has~~among ~~been~~other ~~adopted by several states~~things, ~~including~~access ~~three~~and ofdelete ~~our~~data ~~U.S.~~about ~~insurance~~them ~~subsidiaries’~~in ~~domiciliary~~certain ~~states~~circumstances. AThe ~~drafting~~CCPA ~~note~~also inestablished ~~the~~a ~~Cybersecurity~~private ~~Model~~right ~~Law~~of ~~states~~action, ~~that~~with apotentially ~~licensee’s~~significant ~~compliance~~statutory ~~with~~damages, ~~New~~whereby ~~York's~~businesses ~~cybersecurity~~that ~~regulation~~fail ~~is intended~~ to ~~constitute~~implement ~~compliance~~reasonable ~~with~~security ~~the~~measures ~~Cybersecurity~~to ~~Model~~protect ~~Law,~~against ~~but~~breaches ~~compliance remains a state-by-state issue requiring consideration~~ of ~~any~~personal ~~state~~information ~~differences~~could inbe ~~implementation~~liable ~~and~~to ~~enforcement~~affected ofCalifornia ~~the~~consumers. ~~Cybersecurity~~In ~~Model~~2020, ~~Law.~~

Certain other states have enacted or are considering laws and regulations related to privacy and data security. For example, the California Consumer Privacy Act (“CCPA”), broadly regulates the collection, processing and disclosure of California residents’ personal information, imposes limits on the “sale” of personal information and grants California residents certain rights to, among other things, access and delete data about them in certain circumstances. The CCPA also established a private right of action, with potentially significant statutory damages, whereby businesses that fail to implement reasonable security measures to protect against breaches of personal information could be liable to affected California consumers. California subsequently enacted the California Privacy Rights Act (“CPRA”), which imposed additional limitations and obligations with respect to covered businesses’ use and sharing of certain personal data. Compliance with the CCPA/CPRA may increase the cost of providing our products and services in California. An increasing number of U.S. states have adopted, 20

18California voters adopted the California Privacy Rights Act (“CPRA”), which amended the CCPA to impose additional limitations and obligations on covered businesses’ use and sharing of certain personal data. The CPRA also established a new agency, the California Privacy Protection Agency, authorized to enforce the CCPA and promulgate regulations — including regulations that came into effect on January 1, 2026, to clarify the application of the CCPA to insurance companies. Compliance with the CCPA, as amended by the CPRA and the regulations promulgated thereunder, may increase the cost of providing our products and services in California.

A significant number of U.S. states have adopted, or are considering legislation similar to the CCPA. Additionally, the NAIC is ~~developing~~drafting amendments to update ~~the~~its model Privacy of Consumer Financial and Health Information Regulation towith a goal of adopting a revised model in 2026. Proposed updates reflect the extensive innovations in ~~communications and~~ technology since ~~its~~the model regulation's initial adoption. ~~The~~in ~~proposed~~2020. ~~amendments~~They would expand the definition of nonpublic personal information; add consumer rights to request access, correction and deletion of nonpublic personal information; and add requirements for contracts with third-party service providers. ~~The deadline to finalize the amendments was recently extended until December 31, 2025.~~

We cannot predict the impact, if any, that any current, proposed or future federal or state cybersecurity laws or regulations will have on our business, financial condition or results of operations.

Innovation and Technology. As a result of increased innovation and use of technology in the insurance sector, the NAIC and insurance regulators have been focusing on the use of “big data” technologies, such as artificial intelligence, machine learning and automated decision-making. In December 2023, the NAIC adopted the Model Bulletin on the Use of Artificial Intelligence Systems by Insurers (the “AI Bulletin”). The AI Bulletin ~~may~~has bebeen adopted and issued by ~~state~~approximately ~~regulators~~half toof ~~licensed~~U.S. ~~insurers~~states. In addition to affirming that the use of artificial intelligence must comply with existing state law, the AI Bulletin sets forth regulators’ expectations on how insurers will develop, acquire and use artificial intelligence technologies including around the use of third-party data and models. In 2024, the NAIC formed a new task force to develop and propose a regulatory framework for the oversight of insurers’ use of third-party data and predictive models, the drafting of which is expected to begin in 2025.

~~The~~State ~~NAIC and state~~ insurance regulators are also focused on addressing unfair discrimination by insurers in the use of consumer data and technology~~, and certain states have passed laws or are considering action targeting unfair discrimination practices~~. For example, Colorado has enacted a law that prohibits insurers from using external consumer data and information sources (“ECDIS”), as well as algorithms or predictive models that use ECDIS, in a way that unfairly discriminates based on race, color, national or ethnic origin, religion, sex, sexual orientation, disability, gender identity or gender expression. The Colorado Division of Insurance adopted regulations ~~requiring~~applicable ~~life~~to insurers towriting ~~adopt~~life, private passenger auto or health benefit plans that require the adoption of a governance and risk management framework ~~for~~related to the use of artificial intelligence, machine learning and other technologies that utilize ~~“external consumer data.” In December 2024~~ECDIS, ~~the~~which ~~Colorado~~applies ~~Division of Insurance released a draft proposed amendment~~ to ~~bring~~our ~~passenger~~insurance ~~automobile~~subsidiaries ~~and~~licensed ~~health~~in ~~benefit plan insurers within its scope~~Colorado. ItThe isColorado ~~expected~~Division ~~that~~of ~~Colorado~~Insurance ~~will~~has ~~further~~indicated ~~adopt~~its ~~governance~~intent ~~and~~to ~~testing~~extend these regulations ~~for~~to other lines of insurance. Similarly, in July 2024, the NYDFS issued Insurance Circular Letter 7 on the Use of Artificial Intelligence and External Consumer Data and Information Sources in Insurance Underwriting and Pricing, which applies to our insurance subsidiaries licensed in New York. Circular Letter 7 sets forth fairness principles, transparency requirements, and governance and risk management responsibilities for insurers under NYDFS’ jurisdiction that develop and/or use ECDIS, artificial intelligence systems, and other predictive models in underwriting and pricing insurance policies and annuity contracts.

WeIn ~~cannot~~December ~~predict~~2025, ~~whether states will adopt~~ the AINAIC ~~Bulletin~~proposed orfor comment a ~~similar~~regulatory ~~regulation,~~framework orfocused ~~what,~~on ifinsurers' ~~any,~~use ~~changes~~of todata ~~laws~~and orpredictive ~~regulations~~models ~~may~~provided beby ~~enacted~~third ~~with regard to “big data” or artificial intelligence technologies~~parties.

~~Risk-Based~~We ~~Capital~~cannot ~~Requirements.~~predict ~~The~~whether ~~NAIC~~additional ~~utilizes~~states awill ~~Risk-Based~~adopt ~~Capital (“RBC”) formula that is designed to measure~~ the ~~adequacy~~AI ofBulletin anor ~~insurer's statutory surplus in relation to the risks inherent in its business. The RBC formula develops~~ a ~~risk~~similar ~~adjusted~~regulation, ~~target~~or ~~level~~what, ofif ~~adjusted~~any, ~~statutory~~changes ~~capital by applying certain factors~~ to ~~various~~laws ~~asset,~~or ~~premium~~regulations ~~and~~may ~~reserve~~be ~~items.~~enacted ~~The~~with ~~NAIC~~regard RBC Model Law provides for four incremental levels of regulatory attention for insurers whose surplus is below the calculated RBC target. These levels of attention range in severity from requiring the insurer to ~~submit~~“big adata” ~~plan~~or ~~for~~artificial ~~corrective~~intelligence ~~action to actually placing the insurer under regulatory control~~technologies. ~~The RBC of each of our domestic insurance subsidiaries was above the calculated RBC target level as of December 31, 2024.~~

Risk-Based Capital Requirements. The NAIC utilizes a Risk-Based Capital (“RBC”) formula that is designed to measure the adequacy of an insurer's statutory surplus in relation to the risks inherent in its business. The RBC formula develops a risk adjusted target level of adjusted statutory capital by applying certain factors to various asset, premium and reserve items. The NAIC RBC Model Law provides for four incremental RBC levels of action or regulatory control for insurers whose surplus is below the associated RBC target. These RBC levels of attention range in severity from requiring the insurer to submit a plan for corrective action to actually placing the insurer under regulatory control. The RBC of each of our domestic insurance subsidiaries exceeded any RBC action level as of December 31, 2025.

Insurance Regulatory Information System. The NAIC also has developed a set of 13 financial ratios for property and casualty insurers referred to as the Insurance Regulatory Information System (“IRIS”). On the basis of statutory financial statements filed with state insurance regulators, the NAIC annually calculates these IRIS ratios to assist state insurance regulators in monitoring the financial condition of insurance companies. The NAIC has established an acceptable range for each of the IRIS financial ratios.

Guaranty Funds. Our U.S. insurance subsidiaries are also subject to assessment by state guaranty funds in states where we transact admitted business when an insurer in a particular jurisdiction has been judicially declared insolvent and the insolvent company's available funds are insufficient to pay policyholders and claimants the amounts to which they are entitled. The protection afforded under a state's guaranty fund to policyholders of the insolvent insurer varies from state to state. Generally, all licensed property casualty insurers are considered to be members of the fund, and assessments are based upon their pro rata share of direct written premiums in that state. The NAIC Post-Assessment Property and Liability Insurance Guaranty Association Model Act, a version of which has been adopted by all states, limits assessments to 2% of an insurer’s subject premiums and permits recoupment of assessments through rate setting. Likewise, several states (or underwriting organizations of which our insurance subsidiaries are required to be members) have limited assessment authority with regard to deficits in certain lines of business.

1921

The protection afforded under a state's guaranty fund to policyholders of the insolvent insurer varies from state to state. Generally, all licensed property casualty insurers are considered to be members of the fund, and assessments are based upon their pro rata share of direct written premiums in that state. The NAIC Post-Assessment Property and Liability Insurance Guaranty Association Model Act, a version of which has been adopted by all states, limits assessments to 2% of an insurer’s subject premiums and permits recoupment of assessments through rate setting. Likewise, several states (or underwriting organizations of which our insurance subsidiaries are required to be members) have limited assessment authority with regard to deficits in certain lines of business.

Additionally, state insurance laws and regulations require us to participate in mandatory property-liability “shared market,” “pooling” or similar arrangements that provide certain types of insurance coverage to individuals or others who otherwise are unable to purchase coverage voluntarily provided by private insurers. Shared market mechanisms include assigned risk plans and fair access to insurance requirement or “FAIR” plans. In addition, some states require insurers to participate in reinsurance pools for claims that exceed specified amounts. Our participation in these mandatory shared market or pooling mechanisms generally is related to the amount of our direct writings for the type of coverage written by the specific mechanism in the applicable state.

Dividends. We receive funds from our insurance company subsidiaries in the form of dividends and management fees for certain management services. Annual dividends in excess of maximum amounts prescribed by state statutes may not be paid without the approval of the insurance commissioner of the state in which an insurance subsidiary is domiciled. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.”

Trade Practices. State insurance laws and regulations include numerous provisions governing trade practices and the marketplace activities of insurers, including provisions governing marketing and sales practices, policyholder services, claims management and complaint handling. State regulatory authorities generally enforce these provisions through periodic market conduct examinations.

Investment Regulation. Investments by our domestic insurance companies must comply with applicable laws and regulations which prescribe the kind, quality and concentration of investments. In general, these laws and regulations permit investments in federal, state and municipal obligations, corporate bonds, preferred and common equity securities, mortgage loans, real estate and certain other investments, subject to specified limits and certain other qualifications. Investments that do not comply with these limits and qualifications are deducted in our insurance subsidiaries' calculation of their statutory capital and surplus.

Terrorism Risk Insurance. The Terrorism Risk Insurance Act of 2002 established a Federal program that provides for a system of shared public and private compensation for insured losses resulting from acts of terrorism. Pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”), the program was extended until December 31, 2027.

TRIPRA provides a federal backstop to all U.S. based property and casualty insurers for insurance related losses resulting from any act of terrorism on U.S. soil or against certain U.S. air carriers, vessels or foreign missions. TRIPRA is applicable to almost all commercial lines of property and casualty insurance but excludes auto, burglary and theft, surety, workers' compensation, professional liability and farm owners' multi-peril insurance. Insurers with direct commercial property and casualty insurance exposure in the United States are required to participate in the program and make available coverage for certified acts of terrorism. TRIPRA's definition of certified acts includes domestic terrorism. Federal participation will be triggered under TRIPRA when the Secretary of Treasury certifies an act of terrorism.

Under the program, the federal government will pay 80% of an insurer's covered losses in excess of the insurer's applicable deductible. The insurer's deductible is calculated as 20% of earned premium for the prior year for covered lines of commercial property and casualty insurance. Based on our ~~2024~~2025 earned premiums, our aggregate deductible under TRIPRA during ~~2025~~2026 will be approximately $1,~~663~~835 million. The federal program will not pay losses for certified acts unless such losses exceed $200 million industry-wide for any calendar year. TRIPRA limits the federal government's share of losses at $100 billion for a program year. In addition, an insurer that has satisfied its deductible is not liable for the payment of losses in excess of the $100 billion cap.

Excess and Surplus Lines. The regulation of our U.S. subsidiaries' excess and surplus lines insurance business differs significantly from the regulation of our admitted business. Our surplus lines subsidiaries are subject to the surplus lines regulation and reporting requirements of the jurisdictions in which they are eligible to write surplus lines insurance. Although surplus lines business is generally less regulated than admitted business, principally with respect to rates and policy forms, strict regulations apply to surplus lines placements in the laws of every state and the regulation of surplus lines insurance may undergo changes in the future. Federal or state measures may be introduced to increase the oversight of surplus lines insurance in the future.

Climate Change and Financial Risks. The NAIC and state insurance regulators continue to evaluate issues related to the management of climate risk. In 2022, the NAIC adopted a new standard for insurance companies to report their climate-related risks as part of its annual Climate Risk Disclosure Survey, which applies to insurers that meet the reporting threshold of $100 million in U.S. direct premium and are licensed in one of the participating jurisdictions. The NYDFS’s 2020 circular letter, which applies to our insurance subsidiaries licensed in New York, states that regulated insurers are expected to integrate financial risks related to climate change into their governance frameworks, risk management processes, business strategies and scenario analysis, and develop their approach to climate-related financial disclosure. For example, an insurer should designate a board member or board committee, as well as a senior management function, to oversee the management of financial risks 22

20Climate Change and Financial Risks. The NAIC and state insurance regulators continue to evaluate issues related to the management of climate risk. In 2022, the NAIC adopted a standard for insurance companies to report their climate-related risks as part of its annual Climate Risk Disclosure Survey, which applies to insurers that meet the reporting threshold of $100 million in U.S. direct premium and are licensed in one of the participating jurisdictions. The NYDFS’s 2020 circular letter, which applies to our insurance subsidiaries licensed in New York, states that regulated insurers are expected to integrate financial risks related to climate change into their governance frameworks, risk management processes, business strategies and scenario analysis, and develop their approach to climate-related financial disclosure. For example, an insurer should designate a board member or board committee, as well as a senior management function, to oversee the management of financial risks associated with climate change. The NYDFS also adopted an amendment to the regulation governing enterprise risk management, which applies to our insurance subsidiaries licensed in New York, that requires an insurance group's enterprise risk management function to address certain additional risks, including climate change risk.

associated with climate change. The NYDFS also adopted an amendment to the regulation governing enterprise risk management, which applies to our insurance subsidiaries licensed in New York, that requires an insurance group's enterprise risk management function to address certain additional risks, including climate change risk.

In addition, the Federal Insurance Office (the “FIO”) is authorized to monitor the U.S. insurance industry under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as discussed below under “Federal Regulation.” Pursuant to this statutory authority, the FIO is assessing how the insurance sector may mitigate climate risks and help achieve national climate-related goals. In June 2023, the FIO released a report urging insurance regulators to adopt climate-related risk-monitoring guidance in order to enhance their regulation and supervision of insurers.

In 2023, California adopted laws establishing climate disclosure and climate-related financial risk reporting requirements that apply to companies doing business in California that meet applicable revenue thresholds. The Company may be subject to the disclosure requirements of the Climate Corporate Data Accountability Act, requiring entities with more than $1.0 billion in annual revenue to annually disclose emissions on a phased timeline. In November 2025, the Ninth Circuit granted an injunction pending appeal staying the enforcement of California Senate Bill 261, the California law requiring certain companies to publish a climate risk report.

Diversity and Corporate Governance.The NAIC and state insurance regulators also continue to evaluate issues related to diversity within the insurance industry, such as the diversity of an insurer’s board of directors and management. In March 2021, the NYDFS issued a circular letter stating that it expects the insurers it regulates, such as our insurance subsidiaries licensed in New York, to make diversity of their leadership a business priority and a key element of their corporate governance, and it includes diversity-related questions in its examination process. In addition, the NAIC is examining practices in the insurance industry in order to determine how barriers are created that disadvantage or discriminate against people of color or historically underrepresented groups. NAIC goals include improving access to different types of insurance products in minority communities, addressing issues related to affordability, and providing guidance to regulators on ways to improve insurance access and the understanding of insurance in underserved communities. See “Human Capital Resources” below.

Federal Regulation. The federal government and its regulatory agencies generally do not directly regulate the business of insurance, although federal initiatives could have an impact on our business in a variety of ways. The Dodd-Frank Act effected sweeping changes to financial services regulation in the United States, and created two ~~new~~ federal government bodies, the FIO and the Financial Stability Oversight Council (the “FSOC”). The FIO does not have general supervisory or regulatory authority over the business of insurance, although it has preemption authority over state insurance laws that conflict with certain international agreements, as discussed below. The FIO also has authority to represent the United States in international insurance matters and is authorized to monitor the U.S. insurance industry and identify potential regulatory gaps that could contribute to systemic risk.

The Dodd-Frank Act also incorporated the Nonadmitted and Reinsurance Reform Act of 2010 (“NRRA”), which became effective on July 21, 2011, and establishes national uniform standards on how states may regulate and tax surplus lines insurance. In particular, the NRRA gives regulators in the home state of an insured exclusive authority to regulate and tax surplus lines insurance transactions. In August 2023, the NAIC adopted revisions to its Nonadmitted Insurance Model Act intended to implement the changes to the regulation of surplus lines insurance resulting from the NRRA.

The Dodd-Frank Act authorizes the Secretary of the Treasury and U.S. Trade Representative to enter into international agreements of mutual recognition regarding the prudential regulation of insurance or reinsurance. The U.S. and the European Union ("EU") signed such a covered agreement (the "EU Covered Agreement") in September 2017, which addresses three areas of prudential supervision: reinsurance, group supervision and the exchange of information between the U.S. and EU.

In December 2018, the U.S. Department of the Treasury and the Office of the U.S. Trade Representative entered into a covered agreement with the U.K. (the “U.K. Covered Agreement,” and together with the EU Covered Agreement, the “Covered Agreements”) in anticipation of the U.K.’s exit from the EU. The U.K. Covered Agreement largely reflects the provisions of the EU Covered Agreement and incorporates the same timeframes within it.

Under the Dodd-Frank Act, the FIO has preemption authority over state insurance laws that conflict with the Covered Agreements as of September 1, 2022, such as state credit for reinsurance laws that result in non-U.S. reinsurers subject to the Covered Agreements being treated less favorably than U.S. reinsurers. The NAIC amended its Credit for Reinsurance Model Law to satisfy the substantive and timing requirements of the Covered Agreements, which amendments have been enacted by all states. On September 30, 2023, the FIO reported that it did not recommend taking any preemption action as a result of inconsistency between the Covered Agreements and state credit for reinsurance laws. Under the Covered Agreements, reinsurance collateral requirements no longer apply to qualifying EU and U.K. reinsurers. The amended Credit for Reinsurance Model Law also extends the zero reinsurance collateral provisions in the Covered Agreements to qualified reinsurers domiciled in U.S. jurisdictions that are accredited by the NAIC and to non-U.S. jurisdictions that have not entered into a covered agreement with the U.S. but which the NAIC has identified as “reciprocal jurisdictions” pursuant to the NAIC Qualified Jurisdiction Process. 23

Under the Dodd-Frank Act, the FIO has preemption authority over state insurance laws that conflict with the Covered Agreements as of September 1, 2022, such as state credit for reinsurance laws that result in non-U.S. reinsurers subject to the Covered Agreements being treated less favorably than U.S. reinsurers. The NAIC amended its Credit for Reinsurance Model Law to satisfy the substantive and timing requirements of the Covered Agreements, which amendments have been enacted by all states. However, the FIO did not take any preemption action as a result of inconsistency between the Covered Agreements and state credit for reinsurance laws. Under the Covered Agreements, reinsurance collateral requirements no longer apply to qualifying EU and U.K. reinsurers. The amended Credit for Reinsurance Model Law also extends the zero reinsurance collateral provisions in the Covered Agreements to qualified reinsurers domiciled in U.S. jurisdictions that are accredited by the NAIC and to non-U.S. jurisdictions that have not entered into a covered agreement with the U.S. but which the NAIC has identified as “reciprocal jurisdictions” pursuant to the NAIC Qualified Jurisdiction Process.

We cannot currently predict the impact of these changes to the law or whether any other covered agreements will be successfully adopted, and cannot currently estimate the impact of these changes to the law and any such adopted covered agreements on our business, financial condition or operating results.

21The Dodd-Frank Act authorizes the FSOC to designate an insurer as a “systemically important financial institution” or a “non-bank SIFI” if the insurer’s material financial distress could pose a systemic risk to the financial system or the nature or scale of its activities could pose a threat to U.S. financial stability. The FIO can recommend that an insurer be designated as a non-bank SIFI, which would subject the company to Federal Reserve supervision and heightened prudential standards. There are currently no such non-bank SIFIs designated by the FSOC. In November 2023, the FSOC adopted final guidance that established a process for designating certain financial companies as non-bank SIFIs. The revised process is based on the consideration of risk factors set forth in an analytic framework, which describes how the FSOC intends to monitor a broad range of institutions and activities and respond to potential risks to U.S. financial stability. The financial vulnerabilities that most often contribute to this type of risk include leverage, liquidity risk and maturity mismatch, inadequate risk management, concentration and destabilizing activities. Under the guidance, the FSOC is no longer required to conduct a cost-benefit analysis and an assessment of the likelihood of a non-bank financial company’s material financial distress before considering the designation of the company. The revised process could have the effect of simplifying and shortening FSOC’s procedures for designating certain financial companies as non-bank SIFIs.

The Dodd-Frank Act authorizes the FSOC to designate an insurer as a “systemically important financial institution” or a “non-bank SIFI” if the insurer’s material financial distress could pose a systemic risk to the financial system or the nature or scale of its activities could pose a threat to U.S. financial stability. The FIO can recommend that an insurer be designated as a non-bank SIFI, which would subject the company to Federal Reserve supervision and heightened prudential standards. There are currently no such non-bank SIFIs designated by the FSOC. In November 2023, the FSOC adopted final guidance that establishes a new process for designating certain financial companies as non-bank SIFIs. The revised process is based on the consideration of risk factors set forth in a new analytic framework, which describes how the FSOC intends to monitor a broad range of institutions and activities and respond to potential risks to U.S. financial stability. The financial vulnerabilities that most often contribute to this type of risk include leverage, liquidity risk and maturity mismatch, inadequate risk management, concentration and destabilizing activities. Under the new guidance, the FSOC is no longer required to conduct a cost-benefit analysis and an assessment of the likelihood of a non-bank financial company’s material financial distress before considering the designation of the company. The revised process could have the effect of simplifying and shortening FSOC’s procedures for designating certain financial companies as non-bank SIFIs.

Based upon our current business model and balance sheet, we do not believe that we will be designated by the FSOC as such an institution. Although the potential impact of any future amendments to the Dodd-Frank Act on the U.S. insurance industry is not clear, our business could be affected by changes to the U.S. system of insurance regulation or our designation or the designation of insurers or reinsurers with which we do business as non-bank SIFIs.

International Regulation

Our insurance subsidiaries based in the United Kingdom are regulated by the Prudential Regulation Authority (“PRA”) and/or the Financial Conduct Authority (“FCA”). The PRA’s primary objectives with regard to insurers are to promote the safety and soundness of insurers and to contribute to the securing of an appropriate degree of protection for current and future policyholders. The FCA has three operational objectives: (i) to secure an appropriate degree of protection for consumers, (ii) to protect and enhance the integrity of the United Kingdom’s financial system, and (iii) to promote effective competition in the interests of consumers in the financial services markets. The PRA and FCA employ a variety of regulatory tools to achieve their objectives, including periodic auditing and reporting requirements, risk assessment reviews, minimum solvency margins and individual capital assessment requirements, dividend restrictions, in certain cases, approval requirements governing the appointment of key officers, approval requirements governing controlling ownership interests and various other requirements.

Our Lloyd’s managing agency is also regulated by Lloyd’s, and the Lloyd’s syndicate business is subject to Lloyd’s supervision. Through Lloyd’s, we are licensed to write business in various countries throughout the world by virtue of Lloyd’s international licenses. In each such country, we are subject to the laws and insurance regulation of that country. Our insurance subsidiary based in Liechtenstein is regulated by the Financial Market Authority of Liechtenstein ("FMA"), which has regulatory tools analogous to those of the U.K. regulators noted above.

Additionally, U.K. and Liechtenstein laws and regulations also impact us as “controllers” of our European-regulated subsidiaries, whereby we are required to notify the appropriate authorities about significant events relating to such regulated subsidiaries’ controllers (i.e. persons or entities which have certain levels of direct or indirect voting power or economic interests in the regulated entities) as well as changes of control, and to submit annual reports regarding their controllers. The PRA/FCA’s Senior Managers and Certification Regime and analogous regulation in Liechtenstein further provide regulatory frameworks for standards of fitness and propriety, conduct and accountability for individuals in positions of responsibility at insurers. In addition, certain employees are individually registered at Lloyd’s.

Our insurance business throughout the EU and EEA is subject to “Solvency II,” an insurance regulatory regime governing, among other things, capital adequacy and risk management. Following the U.K.’s withdrawal from the EU, or Brexit, our Lloyd’s managing agency (and the U.K. branch of our Liechtenstein subsidiary) are now subject to a separate U.K. prudential regime, which derives from Solvency II but has recently begun to diverge from it. Accordingly, the U.K.’s HM Treasury revoked all U.K. insurance legislation derived from EU law (referred to as Solvency II “assimilated law”) effective December 31, 2024, and broadly reinstated it via additional rules, which will eventually be known as “Solvency U.K.” Additionally, in December 2023, the U.K. adopted legislative reforms that amended various parts of the U.K.’s prudential regime, including the risk margin, matching adjustment requirements and regulatory reporting obligations. The PRA also has amended parts of its Rulebook, to reduce the overall regulatory burden on U.K. authorized insurers and to make the U.K. market more internationally competitive. The PRA’s amendments took effect throughout 2024.24

Our insurance business throughout the EU and EEA is subject to “Solvency II,” an insurance regulatory regime governing, among other things, capital adequacy and risk management. Following the U.K.’s withdrawal from the EU, or Brexit, our Lloyd’s managing agency (and the U.K. branch of our Liechtenstein subsidiary) are now subject to a separate U.K. prudential regime, which derives from Solvency II but has begun to diverge from it. Accordingly, the U.K.’s HM Treasury revoked all U.K. insurance legislation derived from EU law (referred to as Solvency II “assimilated law”) effective December 31, 2024, and broadly reinstated it via additional rules, which will eventually be known as “Solvency U.K.” Additionally, in December 2023, the U.K. adopted legislative reforms that amended various parts of the U.K.’s prudential regime, including the risk margin, matching adjustment requirements and regulatory reporting obligations. The PRA also has amended parts of its Rulebook, to reduce the overall regulatory burden on U.K. authorized insurers and to make the U.K. market more internationally competitive. The PRA’s amendments were implemented in full from the end of 2024.

Similarly, the EU’s legislative bodies have undertaken a review of Solvency II and have adopted revisions to the current Solvency II rules. EU member states have until the end of January 2027 to implement these amendments into their respective domestic legislation.

22Solvency II provides for the supervision of group solvency. Under Solvency II, it is possible that the U.S. parent of a European Union subsidiary could be subject to certain Solvency II requirements if the U.S. company is not already subject to regulations deemed “equivalent” to Solvency II. Currently, the U.S. system of insurance regulation relating to group supervision is not deemed “equivalent” to Solvency II by European Union authorities. The PRA will also perform separate, but comparable, assessments of group solvency under the U.K.’s own domestic prudential regime in relation to a U.K. branch of a foreign insurer, including those of insurers that are regulated in the EEA.

~~Solvency~~The IILiechtenstein ~~provides~~financial ~~for~~services regulator, the ~~supervision of group solvency. Under Solvency II~~FMA, it is ~~possible that~~ the ~~U.S.~~group ~~parent~~supervisor offor aour European-regulated ~~Union subsidiary could be subject to certain Solvency II requirements if the U~~subsidiaries.S. ~~company is not already subject to regulations deemed “equivalent” to Solvency II. Currently~~However, the ~~U.S.~~Covered ~~system~~Agreements ofprohibit ~~insurance~~any ~~regulation~~EU ~~relating~~supervisor toor ~~group~~the ~~supervision is not deemed “equivalent” to Solvency II by European Union authorities. The~~ PRA ~~will~~(if ~~also~~applicable) ~~perform~~from ~~separate,~~exercising ~~but~~group- ~~comparable,~~wide supervision ofat ~~group~~any ~~solvency~~level ~~under~~above the ~~U.K.’s~~highest ~~own domestic prudential regime where a U.S. holding~~ company isorganized ain ~~parent~~the country of athat ~~subsidiary U~~supervisor.~~K. insurer or reinsurer.~~

~~The~~We ~~Liechtenstein~~must ~~financial~~also ~~services~~comply ~~regulator~~with the EU General Data Protection Regulation (EU) 2016/879) (“GDPR”), including EEA member state legislation implementing the ~~FMA~~GDPR. The regulation’s goal is to provide increased individual rights and protections for all personal data located in or originating from the EU. The Data Protection Act 2018 and the U.K. General Data Protection Regulation, which is the ~~group~~retained ~~supervisor~~EU ~~for~~law ~~our~~version of the GDPR by virtue of the European~~-regulated~~ ~~subsidiaries~~Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) ~~However~~(EU Exit) Regulations 2019 (together, “U.K. GDPR”), regulate data protection for all individuals within the ~~Covered~~U.K. ~~Agreements~~Both ~~prohibit~~the GDPR and the U.K. GDPR are extraterritorial in that they apply to all businesses in the EU and the U.K. respectively, and any business outside the EU ~~supervisor~~and the U.K. that target services to, or monitors the ~~PRA~~behavior ~~(as~~of ~~applicable)~~individuals ~~from~~in, ~~exercising~~the ~~group~~EU and/or U.K., and that process the personal data of individuals in the EU and/or the U.K. Moreover, there are significant fines associated with non-compliance. ~~wide~~In ~~supervision~~particular, atwe ~~any~~need ~~level~~to ~~above~~monitor our compliance with all relevant member states’ laws and regulations, including where permitted derogations from the ~~highest~~GDPR ~~company~~and ~~organized~~the U.K. GDPR are introduced. The introduction of the GDPR and the U.K. GDPR, and any resultant changes in EU member states’ or U.K. national laws and regulations, has increased our compliance obligations and has necessitated the ~~country~~review and implementation of ~~that~~policies ~~supervisor~~and processes relating to our collection and use of data, and has required us to change our business practices regarding these matters.

We must also comply with the EU General Data Protection Regulation (EU) 2016/879) (“GDPR”), including EEA member state legislation implementing the GDPR. The regulation’s goal is to impose increased individual rights and protections for all personal data located in or originating from the EU. The Data Protection Act 2018 and the U.K. General Data Protection Regulation, which is the retained EU law version of the GDPR by virtue of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (together, “U.K. GDPR”), regulate data protection for all individuals within the U.K. Both the GDPR and the U.K. GDPR are extraterritorial in that they apply to all businesses in the EU and the U.K. respectively, and any business outside the EU and the U.K. that offers services, or monitors the behavior of individuals, in the EU and/or U.K., and that processes the personal data of individuals in the EU and/or the U.K. Moreover, there are significant fines associated with non-compliance. In particular, we need to monitor our compliance with all relevant member states’ laws and regulations, including where permitted derogations from the GDPR and the U.K. GDPR are introduced. The introduction of the GDPR and the U.K. GDPR, and any resultant changes in EU member states’ or U.K. national laws and regulations, has increased our compliance obligations and has necessitated the review and implementation of policies and processes relating to our collection and use of data, and has required us to change our business practices regarding these matters.

In addition, we may become subject to or affected by regulatory policies adopted by the IAIS, an international standard setter consisting of supervisors and regulators from more than 200 jurisdictions. The aim of the IAIS is to develop and assist in the implementation of effective and consistent regulation of insurer solvency standards and group supervision of insurance groups in response to the increasing globalization of the insurance sector. In November 2019, the IAIS formally adopted a global framework for the supervision of IAIGs, which is referred to as the Common Framework for the Supervision of Internationally Active Insurance Groups, or “ComFrame.” ComFrame is intended to provide a framework of basic standards for IAIGs and a process for supervisors to cooperate in the supervision of IAIGs. Also in November 2019, the IAIS agreed to a version of a risk-based group-wide global insurance capital standard (“ICS”) that was intended to apply to IAIGs and ultimately form a part of ComFrame. The ICS was adopted by the IAIS in December 2024 as a group-wide prescribed capital requirement for IAIGs and integrated into the rest of ComFrame. IAIS member states will now update their domestic insurance capital requirements where necessary to fully reflect the ICS.

The IAIS has also separately concluded that an aggregation method approach to a group capital standard, which forms part of the NAIC’s group capital calculation, could provide a basis of the implementation of the ICS that would produce comparable outcomes to the ICS. In reaching this determination, the IAIS also highlighted certain areas where it will be necessary for the U.S. to undertake further work as part of implementing the aggregation method to ensure convergence with the ICS. The NAIC has indicated that it intends to work domestically on its approach to the aggregation method as the U.S. implementation of the ICS and will collaborate with the IAIS. Once finalized and implemented, the aggregation method could thereafter be used by US-headquartered IAIGs as a method of group solvency calculation. We have received notice from ~~Delaware, our lead state insurance regulator, that we are considered an IAIG. As an IAIG, we may be subject to international oversight coordinated by the Delaware Department of Insurance.~~

Delaware, our lead state insurance regulator, that we are considered an IAIG. As an IAIG, we may be subject to international oversight coordinated by the Delaware Department of Insurance.

Our international operations are also subject to varying degrees of regulation in Mexico, Australia and Canada and in certain other countries in Europe, South America, and Southeast Asia. Generally, our subsidiaries must satisfy local regulatory requirements. While each country imposes licensing, solvency, auditing and financial reporting requirements, the type and extent of the requirements differ substantially. Key areas where country regulations may differ include: (i) the type of financial reports to be filed; (ii) a requirement to use local intermediaries; (iii) the amount of reinsurance permissible; (iv) the scope of any regulation of policy forms and rates; and (v) the type and frequency of regulatory examinations.

Our international operations are also subject to increasing regulation governing the management of climate risk. In the United Kingdom, the PRA recognizes that climate change represents both an underwriting and investment risk, and that losses can be incurred from physical climate change-related changes and the global adjustment towards a low-carbon economy. Insurers are therefore expected to reflect the consideration of the financial risks from climate change in their governance arrangements, including allocating responsibility for managing these risks to identified senior management and committees. Insurers must also monitor and manage the financial risk posed by climate change as part of their risk management frameworks, which would involve scenario testing over a range of time horizons and reporting to the board on identified risks. Financial risks from climate change should also form part of insurers’ public regulatory disclosures.

Insurers must also monitor and manage the financial risk posed by climate change as part of their risk management frameworks, which would involve scenario testing over a range of time horizons and reporting to the board on identified risks. Financial risks from climate change should also form part of insurers’ public regulatory disclosures.

Similarly, the EU’s latest revisions to Solvency II contain specific regulations relating to the management of climate and environmental risks. When implemented into EU member states’ legislation, insurers must incorporate these risks into their own risk and solvency assessments and perform stress testing on the impact of long-term climate change scenarios on their business. Insurers would also need to include information on any material exposure to climate change-related risks in their public regulatory disclosures. The updated Solvency II text requires the European Insurance and Occupational Pensions Authority, the supervisory authority for the EU insurance industry, to periodically (and at least every five years) review the scope and calibration of the natural catastrophe risk module used in the standard formula for calculating insurers’ capital requirements using the latest available climate science.

Competition

The property casualty insurance and reinsurance businesses are highly competitive, with many insurance companies of various sizes, as well as other entities offering risk alternatives such as self-insured retentions or captive programs, transacting business in the United States and internationally. We compete directly with a large number of these companies. Competition in our industry is largely measured by the ability to provide insurance and services at a price and on terms that are reasonable and acceptable to the customer. Our strategy in this highly fragmented industry is to seek specialized areas or geographic regions where our businesses can gain a competitive advantage by responding quickly to changing market conditions. Our businesses establish their own pricing practices based upon a Company-wide philosophy to price products with the intent of making an underwriting profit.

Competition for insurance business within the United States comes from other specialty insurers, regional carriers, large national multi-line companies and reinsurers. Our specialty businesses compete with excess and surplus insurers as well as standard carriers. Our regional businesses compete with mutual and other regional stock companies as well as national carriers. Additionally, direct writers of property casualty insurance compete with our regional businesses by writing insurance through their salaried employees, generally at a lower acquisition cost than through independent agents such as those used by the Company. We compete internationally with native insurance operations both large and small, which in some cases are related to government entities, as well as with branches or local subsidiaries of multinational companies.

Competition for reinsurance business, which is especially strong, comes from domestic and foreign reinsurers, which produce their business either on a direct basis or through the broker market. These competitors include Swiss Re, Munich Re, Berkshire Hathaway, ~~Partner~~Hannover Re and others.

Various ~~In recent years, various~~ institutional investors ~~have increasingly sought to~~ participate in the property and casualty insurance and reinsurance industries. Well-capitalized new entrants to the property and casualty insurance and reinsurance industries, or existing competitors that receive substantial infusions of capital, provide increasing competition, which may adversely impact our business and profitability. Further, an expanded supply of reinsurance capital may lower costs for insurers that rely on reinsurance and, as a consequence, those insurers may be able to price their products more competitively.

Human Capital Resources

As of January 15, ~~2025~~2026, we employed 8,~~606~~804 individuals. Of this number, our subsidiaries employed 8,~~474~~678 individuals and the remaining individuals were employed at the parent company.

We believe that our people are our greatest asset and that our corporate culture is the most important intangible driver of long-term value creation for our Company and the highest priority for pursuing long-term risk-adjusted returns and growth in stockholder value.

Human Capital Management: The Company fosters a performance culture. We are focused on creating a respectful, rewarding, diverse, and inclusive work environment that allows our employees to build meaningful and productive careers. The success of these human capital management objectives is essential to our strategy, as it is our people who drive our success. We invest in their growth as individuals and professionals through training and engagement, as well as in their well-being through robust health and wellness programs and a commitment to diversity.

The Company provides developmental opportunities for our employees through formal and informal programs that focus on enabling employees to build skills and thought leadership in specific facets of our business. Our leadership programs cultivate the talent of our high-potential, strong-performing employees as we strive to deepen, enhance and diversify the Company’s leadership team.

We strive to align employee incentives with the risk and performance frameworks of the Company. The Company’s “pay for performance” philosophy connects individual, business and Company results to employee compensation, providing employees with opportunities to share in the Company’s overall growth and success. The Company offers employees a comprehensive benefits package, including health and wellness, financial, educational and life management benefits. In addition, we support employees in making an impact in their local communities and globally through environmental and social efforts that are meaningful to them.

Our Board of Directors engages with our senior leadership team, including our senior vice president - human resources, on a periodic basis across a range of human capital management issues, including succession planning and development, compensation, benefits, talent recruiting and retention, engagement, diversity and inclusion, and employee feedback.

Culture: The Board of Directors has recognized Accountability, People Oriented Strategy, Responsible Financial Practices, Risk-Adjusted Returns and Transparency as the elements of corporate culture necessary for the Company to achieve success. Our culture unifies our employees across our decentralized business model, positions us to serve our diverse clients globally and propels the Company’s continuous evolution.

We are committed to fostering a unifying culture and encouraging innovation across our enterprise. Our culture encompasses the beliefs that (i) specialized knowledge and having a customer-centric focus are competitive advantages and (ii) an environment that promotes integrity, embraces the commitment to “always do right,” fosters entrepreneurship and innovation, and values making thoughtful decisions for the long-term benefit of our enterprise. While there is no one “Berkley” way, each of our businesses has its own culture that embodies a shared set of values that define our enterprise. Our structure, with 5860 distinct businesses, facilitates the prompt identification of and appropriate action with respect to addressing individual business or cultural issues arising within a business, without affecting the larger enterprise. Furthermore, our businesses are overseen by senior corporate business managers and senior corporate functional managers, including actuarial, claims, compliance, enterprise risk management, finance, insurance risk management and underwriting, providing a governance oversight structure that makes it easier to identify such issues. Because our Board of Directors diligently exercises its risk management oversight through, among other activities, regular interactions with employees beyond corporate senior management, our directors have visibility into and receive timely feedback on cultural issues that may affect our business.

As significant owners of our Company who are required to hold their shares until separation from service, each of our directors and senior executives have a vested interest in cultivating talent and perpetuating a culture that facilitates the execution of our long-term objectives.

Other Information about the Company's Business

We maintain an interest in evaluating the startup of possible new ventures and the acquisition of complementary businesses on an ongoing basis. In addition, our businesses develop new coverages or enter lines of business to meet the needs of insureds.

Seasonal weather variations and other events affect the severity and frequency of losses sustained by the insurance and reinsurance businesses. Although the effect on our business of catastrophes such as tornadoes, hurricanes, hailstorms, wildfires, earthquakes and terrorist acts may be mitigated by reinsurance, they nevertheless can have a significant impact on the results of any one or more reporting periods.

We have no customer that accounts for 10 percent or more of our consolidated revenues.

Compliance by W. R. Berkley and its subsidiaries with federal, state and local provisions that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to protection of the environment, has not had a material effect upon our capital expenditures, earnings or competitive position.

The Company's internet address is www.berkley.com. The information on our website is not incorporated by reference in this annual report on Form 10-K. The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act and other reports filed by us or with respect to our securities by others are accessible free of charge through this website as soon as reasonably practicable after they have been electronically filed with or furnished to the SEC.

ITEM 1A. RISK FACTORS

Our businesses face significant risks. If any of the events or circumstances described as risks below occur, our businesses, results of operations and/or financial condition could be materially and adversely affected. In addition to those described below, our businesses may also be adversely affected by risks and uncertainties not currently known to us or that we currently consider immaterial.

described below, our businesses may also be adversely affected by risks and uncertainties not currently known to us or that we currently consider immaterial.

Risks Relating to Our Industry

Our results may fluctuate as a result of many factors, including cyclical changes in the insurance and reinsurance industry.

The results of companies in the property casualty insurance industry historically have been subject to significant fluctuations and uncertainties in supply and demand and pricing, causing cyclical changes in the insurance and reinsurance industry.

The demand for insurance is influenced primarily by general economic conditions, including the impact of tariffs, while the supply of insurance is often directly related to available capacity based on the perceived profitability of the business. The adequacy of premium rates is affected mainly by the severity and frequency of claims, which are influenced by many factors, including natural disasters and other catastrophic events, regulatory measures and court decisions that define and expand the extent of coverage, and the effects of economic and social inflation on the amount of claims payments due for injuries or losses. In addition, investment rates of return impact rate adequacy. These factors can have a significant impact on ultimate profitability because a property casualty insurance policy is priced before its costs are known as premiums usually are determined long before claims are reported. These factors could produce results that would have a negative impact on our results of operations and financial condition.

The uncertainty of an insurer’s ultimate loss costs, and fluctuating competitive conditions, result in alternating periods of “hard” markets (more profitable for insurers) and “soft” markets (less profitable for insurers). In recent years, improvement (or deterioration) in various lines of property casualty insurance has become less uniform in its cyclicality, with changes frequently happening at different rates, and even at times in different directions. ~~Over the past several years~~Recently, ~~premium~~insurance rates have ~~increased~~generally moderated for ~~most~~many lines of business, ~~while~~particularly ~~they~~for ~~have~~property ~~decreased~~lines, which in ~~others,~~some ~~most~~instances ~~notably~~are experiencing rate decreases. Rates for workers' compensation and certain professional liability lines of business continue to decrease.

We face significant competitive pressures in our businesses, which can pressure premium rates in certain areas and could harm our ability to maintain or increase our profitability and premium volume in some parts of our business.

We compete with a large number of other companies in our selected lines of business. We compete, and will continue to compete, with major U.S. and non-U.S. insurers and reinsurers, other regional companies, as well as mutual companies, specialty insurance companies, underwriting agencies, diversified financial services companies and insurtech companies. Competitiveness in our businesses is based on many factors, including premium charges, ratings assigned by independent rating agencies, commissions paid to producers, the perceived financial strength of the company, other terms and conditions offered, services provided, ease of doing business, speed of claims payment and reputation and experience in the lines to be written. Periods of insurance industry consolidation may further increase competition in some parts of our business and may cause our insurance subsidiaries to incur greater customer retention and acquisition expenses, affecting the profitability of existing and new business. At times, we ~~have~~face ~~faced~~ significant competition in our business as a result of existing insurers seeking to gain or maintain market share as well as new entrants and capital providers.

Various types of investors seek to participate in the property and casualty insurance and reinsurance industries. Well-capitalized new entrants to the property and casualty insurance and reinsurance industries, or existing competitors that receive substantial infusions of capital or access to third-party capital, provide increasing competition, which may adversely impact our business and profitability. Further, an expanded supply of capital may lower costs for insurers and, as a consequence, those insurers may be able to price their products more competitively. In addition, technology companies or other third parties have created, and may in the future create technology-enabled business models, processes, platforms or alternate distribution channels that may adversely impact our competitive position in some parts of our business.

Some of our competitors, particularly in the reinsurance business, have greater financial and/or marketing resources than we do. These competitors within the reinsurance market include Swiss Re, Munich Re, Berkshire Hathaway and ~~Partner~~Hannover Re. WePerceived ~~expect that perceived~~ financial strength, in particular, ~~will~~is ~~become more~~ important as customers seek high quality reinsurers.

This intense competition could cause the supply and/or demand for insurance or reinsurance to change, which affect our ability to price our products at attractive rates and retain existing business or write new products at adequate rates or on terms and conditions acceptable to us. If we are unable to retain existing business or write new business at adequate rates or on terms and conditions acceptable to us, our results of operations could be materially and adversely affected.

Recently, insurance prices have generally increased for most lines of business, excluding workers' compensation and certain professional liability lines of business. However, loss costs have also increased and the duration and magnitude of the improved pricing environment remains uncertain. Despite higher interest rates, current price levels for certain lines of business 29

26and conditions acceptable to us. If we are unable to retain existing business or write new business at adequate rates or on terms and conditions acceptable to us, our results of operations could be materially and adversely affected.

Recently, insurance rate increases have generally moderated for many lines of business, particularly for property lines, which in some instances are experiencing rate decreases. Rates for workers' compensation and certain professional liability lines of business continue to decrease. Loss costs continue to increase, principally due to continued social inflation. Current price levels for certain lines of business may remain below the prices required for us to achieve our long-term return objectives. We expect to continue to face strong competition in our business.

Our actual claims losses may exceed our reserves for claims, which may require us to establish additional reserves.

Our gross reserves for losses and loss expenses were approximately $2022.42 billion as of December 31, ~~2024~~2025. Our loss reserves reflect our best estimates of the cost of settling claims and related expenses with respect to insured events that have occurred.

Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management expects the ultimate settlement and claims administration will cost for claims that have occurred, whether known or unknown. The major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation. These estimates, which generally involve actuarial projections, are based on management's assessment of facts and circumstances then known, as well as estimates of future trends in claims severity and frequency, inflation, judicial theories of liability, reinsurance coverage, legislative changes and other factors, including the actions of third parties, which are beyond our control.

The inherent uncertainties of estimating reserves are greater for certain types of liabilities, where long periods of time elapse before a definitive determination of liability is made and settlement is reached. In periods with increased economic volatility, it becomes more difficult to accurately estimate claim costs. It is especially difficult to estimate the impact of inflation on loss reserves given the current economic environment and related government actions. Both inflation overall and medical cost inflation, which has historically been greater than inflation overall, can have an adverse impact. In addition, although the Company has estimated the potential COVID-19 impact to its contingency and event cancellation, workers’ compensation, and other lines of business under a number of possible scenarios, there remains uncertainty around COVID-19's ultimate impact on the Company and its related reserves.

Reserve estimates are continually refined in an ongoing process as experience develops and further claims are reported and settled. Adjustments to reserves are reflected in the results of the periods in which such estimates are changed. Because setting reserves is inherently uncertain, we cannot assure that our current reserves will prove adequate in light of subsequent events. Should we need to increase our reserves, our pre-tax income for the reporting period would decrease by a corresponding amount.

We discount our reserves for excess and assumed workers' compensation business because of the long period of time over which losses are paid. Discounting is intended to appropriately match losses and loss expenses to income earned on investment securities supporting liabilities. The expected loss and loss expense payout pattern subject to discounting is derived from our loss payout experience. Changes in the loss and loss expense payout pattern are recorded in the period they are determined. If the actual loss payout pattern is shorter than anticipated, the discount will be reduced and pre-tax income will decrease by a corresponding amount.

The effects of emerging claim and coverage issues on our business are uncertain.

As industry practices and economic, legal, judicial, social, technological and other environmental conditions change, unexpected and unintended issues related to claim and coverage frequently emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims. Examples of emerging claims and coverage issues include, but are not limited to:

•judicial expansion of policy coverage and a greater propensity to grant claimants more favorable amounts and the impact of new theories of liability;

•plaintiffs targeting property and casualty insurers, including us, in purported class action litigation relating to claims-handling and other practices;

•social inflation trends, including higher and more frequent claims, more favorable judgments and legislated increases;

•medical developments that link health issues to particular causes, resulting in liability claims;

•claims relating to unanticipated consequences of current or new technologies, including cyber security related risks;

•claims relating to potentially changing climate conditions; and

•increased claims due to third party funding of litigation.

In some instances, these emerging issues may not become apparent for some time after we have issued the affected insurance policies. As a result, the full extent of liability under our insurance policies may not be known until many years after the policies are issued.

In addition, the potential passage of new legislation designed to expand the right to sue, to remove limitations on recovery, to extend the statutes of limitations or otherwise to repeal or weaken tort reforms could have an adverse impact on our business.

The effects of these and other unforeseen emerging claim and coverage issues are difficult to predict and could harm our business and materially and adversely affect our results of operations.

As a property casualty insurer, we face losses from natural and man-made catastrophes.

Property casualty insurers are subject to claims arising out of catastrophes that may have a significant effect on their results of operations, liquidity and financial condition. Catastrophe losses have had a significant impact on our results. For example, current accident year catastrophe losses net of reinsurance recoveries were $~~298~~336 million in ~~2024~~2025, $~~195~~298 million in ~~2023,~~2024 and $~~212~~195 million in ~~2022~~2023. Similarly, man-made catastrophes can also have a material impact on our financial results. Depending on market conditions and other factors, we may seek to increase our writing of property casualty insurance, and, accordingly, our exposure to catastrophic events would be increased.

Catastrophes can be caused by various events, including hurricanes, windstorms, earthquakes, tsunamis, hailstorms, explosions, severe winter weather and wildfires, pandemics, as well as terrorist and other man-made activities, including drilling, mining and other industrial accidents, the bankruptcy of a major company, war or other military actions, social unrest,

cyber events or terrorist activities. The incidence and severity of catastrophes are inherently unpredictable, and longer-term natural catastrophe trends may be changing due to climate change causing increased variability and unpredictability. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Some catastrophes are restricted to small geographic areas; however, hurricanes, earthquakes, tsunamis and other disasters may produce significant damage in large, heavily populated areas. Catastrophes can cause losses in a variety of our property and casualty lines, and most of our past catastrophe-related claims have resulted from severe storms. Seasonal weather variations or the impact of climate change may affect the severity and frequency of our losses. Insurance companies are not permitted to reserve for a catastrophe until it has occurred. It is therefore possible that a catastrophic event or multiple catastrophic events could produce significant losses and have a material adverse effect on our results of operations and financial condition.

New or emerging pandemics, whether related to COVID-19 or otherwise, may materially and adversely affect our results of operations, financial position and liquidity in the future.

~~The COVID-19 pandemic, including the related impact on the U.S. and global economies, materially and adversely affected our results of operations.~~ New or emerging pandemics, whether related to COVID-19 or otherwise, may materially and adversely affect our results of operations, financial position and liquidity, including the following:

•Legislative and regulatory initiatives in response to pandemics may adversely affect us by, for example, retroactively mandating coverage for losses that our policies were not intended to cover.

•Although the Company has estimated the potential COVID-19 impact to its contingency and event cancellation, workers’ compensation, and other lines of business under a number of possible scenarios, there remains uncertainty around COVID-19's ultimate impact on the Company and its related reserves.

•Claims and coverage issues may emerge that extend coverage beyond our underwriting intent or increase the number and/or size of claims.

•Our reinsurers may refuse to pay reinsurance recoverables due to uncertainty regarding reinsurance coverage for losses related to COVID-19 or any future pandemics. For example, as described in "Item 3. Legal Proceedings," in December 2023, one of our subsidiaries filed a lawsuit against certain reinsurers to recover in excess of $90 million in respect of certain losses under certain event cancellation insurance policies. In addition, we may be unable to renew our reinsurance coverages or obtain other appropriate reinsurance covers with respect to pandemic-related exposures.

•Reduced economic activity relating to potential pandemics is likely to decrease demand for our insurance products.

•Disruptions in global financial markets due to future pandemics could cause us to incur investment losses.

•Our operations could be disrupted if our senior management or a significant percentage of our workforce or of our agents, brokers, suppliers or other service providers are unable to continue to work because of illness, government directives or otherwise.

28Changing climate conditions may alter the frequency and increase the severity of catastrophic events and thereby adversely affect our financial condition and results of operations.

~~Changing~~In ~~climate~~recent years, changing weather patterns and climatic conditions, ~~may~~such ~~alter~~as global warming, appear to have contributed to the unpredictability, frequency and ~~increase~~severity of natural disasters and created additional uncertainty as to future trends and exposures. There is a scientific consensus that global warming and other climate change are altering the frequency, severity and peril characteristics of catastrophic weather events, such as hurricanes, windstorms, floods, wildfires and ~~thereby~~other natural disasters. Such changes make it more difficult for us to predict and model catastrophic events, reducing our ability to accurately price our exposure to such events and mitigate our risks. Any increase in the frequency or severity of natural disasters may adversely affect our financial condition and results of operations.

~~In recent years~~We, ~~changing weather patterns and climatic conditions, such~~ as ~~global warming, appear to have contributed to the unpredictability, frequency and severity of natural disasters and created additional uncertainty as to future trends and exposures. There is~~ a ~~scientific~~primary ~~consensus that global warming and other climate change are altering the frequency~~insurer, ~~severity~~may ~~and~~have ~~peril~~significant characteristics of catastrophic weather events, such as hurricanes, windstorms, floods, wildfires and other natural disasters. Such changes make it more difficult for us to predict and model catastrophic events, reducing our ability to accurately price our exposure to ~~such~~terrorist ~~events and mitigate our risks~~acts. ~~Any increase in the frequency or severity of natural disasters may adversely affect our financial condition and results.~~

WeTo the extent an act of terrorism, aswhether a ~~primary~~domestic ~~insurer~~or foreign act, is certified by the Secretary of Treasury, we may be covered under the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”), for up to 80% of our covered losses for certain property/casualty lines of insurance. However, any such coverage would be subject to a mandatory deductible based on 20% of earned premium for the prior year for the covered lines of commercial property and casualty insurance. Based on our 2025 earned premiums, our aggregate deductible under TRIPRA during 2026 is approximately $1,835 million. In addition, the coverage provided under TRIPRA does not apply to reinsurance that we write. To the extent that our reinsurers have ~~significant~~excluded ~~exposure~~coverage for certain terrorist acts or have priced this coverage at rates that make purchasing such coverage economically infeasible, we may not have reinsurance protection and could be exposed to potentially significant losses as a result of any acts of terrorism.

To the extent an act of terrorism, whether a domestic or foreign act, is certified by the Secretary of Treasury, we may be covered under the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”), for up to 80% of our covered losses for certain property/casualty lines of insurance. However, any such coverage would be subject to a mandatory deductible based on 20% of earned premium for the prior year for the covered lines of commercial property and casualty insurance. Based on our 2024 earned premiums, our aggregate deductible under TRIPRA during 2025 is approximately $1,663 million. In addition, the coverage provided under TRIPRA does not apply to reinsurance that we write. To the extent that our reinsurers have excluded coverage for certain terrorist acts or have priced this coverage at rates that make purchasing such coverage economically infeasible, we may not have reinsurance protection and could be exposed to potential losses as a result of any acts of terrorism.

We are exposed to, and may face adverse developments involving, mass tort claims.

We are exposed to, and may face adverse developments involving, mass tort claims such as those relating to exposure to potentially harmful products or substances. We face potential exposure to mass tort claims, including claims related to exposure to potentially harmful products or substances, such as lead paint, polyfluoroalkyl substances, talc and opioids. Establishing loss reserves for mass tort claims is subject to uncertainties because of many factors, including adverse changes to the tort environment (e.g., increased and more aggressive attorney involvement in insurance claims, increased litigation, expanded theories of liability, higher jury awards, lawsuit abuse and third-party litigation finance, among others); evolving judicial interpretations, including application of various theories of joint and several liabilities; disputes concerning medical causation with respect to certain diseases; geographical concentration of the lawsuits asserting the claims; and the potential for a large rise in the total number of claims without underlying epidemiological developments suggesting an increase in disease rates. Because of the uncertainties set forth above, additional liabilities may arise for amounts in excess of the current loss reserves. In addition, our estimate of loss reserves may change. These additional liabilities or increases in estimates, or a range of either, could vary significantly from period to period and could materially and adversely affect our results of operations and/or our financial position.

We are subject to extensive governmental regulation, which increases our costs and could restrict the conduct of our business.

We are subject to extensive governmental regulation and supervision in both the United States and foreign jurisdictions. Most insurance regulations are designed to protect the interests of policyholders rather than stockholders and other investors. This system of regulation, generally administered in the United States by a department of insurance in each state in which we do business, relates to, among other things:

•standards of solvency, including risk-based capital measurements;

•restrictions on the nature, quality and concentration of investments;

•limitations on the amount of dividends, tax distributions, intercompany loans and other payments that can be made without prior regulatory approval;

•requirements pertaining to certain methods of accounting;

•evaluating enterprise risk to an insurer;

•privacy, data protection, cybersecurity and artificial intelligence;

•rate and form regulation pertaining to certain of our insurance businesses;

•potential assessments for the provision of funds necessary for the settlement of covered claims under certain policies provided by impaired, insolvent or failed insurance companies; and

•involvement in the payment or adjudication of catastrophe or other claims beyond the terms of the policies.

State insurance departments conduct periodic examinations of the affairs of insurance companies and require the filing of annual and other reports relating to the financial condition of insurance companies, holding company issues and other matters. Our Insurance business internationally is also generally subject to a similar regulatory scheme in each of the jurisdictions where we conduct operations outside the United States.

Federal financial services modernization legislation and legislative and regulatory initiatives taken or which may be taken in response to conditions in the financial markets, global insurance supervision and other factors may lead to additional federal regulation of the insurance industry in the coming years.

The Dodd-Frank Act effected sweeping changes to financial services regulation in the United States. The Dodd-Frank Act established the FSOC, which is authorized to recommend that certain systemically significant non-bank financial companies, including insurance companies, be regulated by the Board of Governors of the Federal Reserve. The Dodd-Frank Act also established a FIO which is authorized to study, monitor and report to Congress on the U.S. insurance industry and the significance of global reinsurance to the U.S. insurance market. The FIO also can recommend that the FSOC designate an insurer as an entity posing risks to the United States financial stability in the event of the insurer's material financial distress or failure. Our business could be affected by changes, whether as a result of potential changes to the Dodd-Frank Act, to the U.S. system of insurance regulation or our designation or the designation of insurers or reinsurers with which we do business as systemically significant non-bank financial companies.

The topic of climate risk has come under increased scrutiny by the NAIC and insurance regulators. For instance, in New York, the NYDFS’s circular letter, which applies to our insurance subsidiaries licensed in New York, states that regulated insurers are expected to integrate financial risks related to climate change into their governance frameworks, risk management processes, business strategies and scenario analysis, and develop their approach to climate-related financial disclosure. The NYDFS also amended the regulation governing enterprise risk management, which applies to our insurance subsidiaries licensed in New York, that requires an insurance group's enterprise risk management function to address certain additional risks, including climate change risk. In addition, the FIO is assessing how the insurance sector may help mitigate climate- related risks and achieve national climate-related goals, and it released a report in June 2023 urging insurance regulators to adopt climate-related risk monitoring guidance. These measures may subject us to increased oversight at the state and federal level.

State regulation is the primary form of regulation of insurance and reinsurance in the United States, although Congress has considered various proposals regarding federal regulation of insurance, in addition to the changes brought about by the Dodd-Frank Act, such as proposals for the creation of an optional federal charter for insurance companies. We may be subject to potentially increased federal oversight as a financial institution. In addition, the ~~new~~current U.S. administration and the volatile political environment increases the chance of other federal legislative and regulatory changes that could affect us in ways we cannot predict.

With respect to international measures, Solvency II, the EU regime concerning the capital adequacy, risk management and regulatory reporting for insurers and reinsurers may affect our insurance businesses. As described in “International Regulation” above, the EU has ~~recently~~adopted ~~amended~~amendments to certain provisions in Solvency II, which EU member states ~~will~~are ~~implement~~in the process of implementing in their domestic regulation over ~~the~~2025 ~~next~~and ~~two years~~2026. In addition, despite the waiver of the Solvency II group capital requirements we received, any changes in the application of Solvency II (or any further amendments to Solvency II itself) may have the effect of increasing the capital requirements of our EU domiciled insurers. Additionally, our capital requirements and compliance requirements may be adversely affected if the European Commission does not deem the insurance ~~regulatory regimes of the jurisdictions outside the EU in which we have insurance or reinsurance companies domiciled to be “equivalent” to Solvency II.~~

Similar considerations apply to our U.K. subsidiaries, which are now subject to a separate U.K. prudential regime that derives from Solvency II. However, the two regimes, and their respective requirements, have begun to diverge due to both the EU’s recent amendments to Solvency II described above and the reforms to the U.K.’s domestic prudential regime (please see “International Regulation” above for more information). We therefore may be required to utilize additional resources to ensure compliance with the different rules in each regime.33

regulatory regimes of the jurisdictions outside the EU in which we have insurance or reinsurance companies domiciled to be “equivalent” to Solvency II.

Similar considerations apply to our U.K. subsidiaries, which are now subject to a separate U.K. prudential regime that derives from Solvency II. However, the two regimes, and their respective requirements, continue to diverge due to both the EU’s amendments to Solvency II described above and the reforms to the U.K.’s domestic prudential regime (please see “International Regulation” above for more information). We therefore may be required to utilize additional resources to ensure compliance with the different rules in each regime.

If our compliance with Solvency II, the U.K.’s prudential regime or any other regulatory regime is challenged, we may be subject to monetary or other penalties. In addition, in order to ensure compliance with applicable regulatory requirements or as a result of any investigation, including remediation efforts, we could be required to incur significant expenses and undertake additional work, which in turn may divert resources from our business.

We may be unable to maintain all required licenses and approvals and our business may not fully comply with the wide variety of applicable laws and regulations or the relevant authority's interpretation of the laws and regulations. Also, some regulatory authorities have relatively broad discretion to grant, renew or revoke licenses and approvals. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us. Also, changes in the level of regulation of the insurance industry, whether federal, state or foreign, or changes in laws or regulations themselves or interpretations thereof by regulatory authorities, may further restrict the conduct of our business.

30If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks or reduce the level of our underwriting commitments.

~~wide~~As ~~variety~~part of ~~applicable~~our ~~laws~~overall risk and ~~regulations~~capacity ormanagement ~~the~~strategy, ~~relevant~~we ~~authority's~~purchase ~~interpretation~~reinsurance for certain amounts of ~~the~~risk ~~laws~~underwritten ~~and~~by ~~regulations.~~our ~~Also~~insurance company subsidiaries, ~~some~~especially ~~regulatory~~catastrophe ~~authorities~~risks ~~have~~and those risks with relatively ~~broad~~high ~~discretion~~policy tolimits. ~~grant,~~We ~~renew~~also orpurchase ~~revoke~~reinsurance ~~licenses~~on ~~and~~risks ~~approvals.~~underwritten Ifby others which we doreinsure. ~~not~~Market ~~have~~conditions ~~the~~beyond ~~requisite~~our ~~licenses~~control determine the availability and ~~approvals~~cost orof dothe ~~not~~reinsurance ~~comply~~protection ~~with~~we ~~applicable~~seek ~~regulatory~~to ~~requirements~~purchase, which may affect the ~~insurance~~level ~~regulatory~~of ~~authorities~~our ~~could~~business ~~preclude~~and orprofitability. ~~temporarily~~Our ~~suspend~~reinsurance uscontracts ~~from~~are ~~carrying~~generally onsubject ~~some~~to orannual ~~all~~renewal, ofand we may be unable to maintain our ~~activities~~current reinsurance contracts or ~~monetarily~~to ~~penalize~~obtain usother reinsurance contracts in adequate amounts and at favorable rates. ~~Also~~In addition, ~~changes~~we inmay ~~the~~be ~~level~~unable ofto ~~regulation~~obtain reinsurance on terms acceptable to us relating to certain lines of ~~the~~business ~~insurance~~that ~~industry,~~we ~~whether~~intend ~~federal,~~to ~~state~~begin writing. If we are unable to renew our expiring contracts or ~~foreign~~to obtain new reinsurance contracts, oreither ~~changes~~our innet ~~laws~~exposures would increase or, ~~regulations~~if ~~themselves~~we orare ~~interpretations~~unwilling ~~thereof~~to bybear ~~regulatory~~an ~~authorities~~increase in net exposures, ~~may~~we ~~further~~would ~~restrict~~have to reduce the ~~conduct~~level of our ~~business~~underwriting commitments, especially catastrophe exposed risks.

Adverse economic factors, including recessions, inflation, periods of high unemployment, the impact of tariffs or lower economic activity could result in the sale of fewer policies than expected or an increase in frequency or severity of claims and premium defaults or both, which, in turn, could affect our growth and profitability.

Numerous factors, such as business revenue, economic conditions, the impact of tariffs, the volatility and strength of the capital markets and inflation can affect the business and economic environment. These same factors affect our ability to generate revenue and profits. In an economic downturn that is characterized by higher unemployment, declining spending and reduced corporate revenues, the demand for insurance products is generally adversely affected, which directly affects our premium levels and profitability. Negative economic factors may also affect our ability to receive the appropriate rate for the risk we insure with our policyholders and may adversely affect the number of policies we can write, including with respect to our opportunities to underwrite profitable business. In an economic downturn, customers may have less need for insurance coverage, cancel existing insurance policies, modify their coverage or not renew the policies they hold. Existing policyholders may exaggerate or even falsify claims to obtain higher claims payments. These outcomes would reduce our underwriting profit to the extent these factors are not reflected in the rates we charge.

Risks Relating to Our Business

Our expanding international operations expose us to increased investment, political, legal/regulatory, and economic risks, including foreign currency and credit risk.

Our expanding international operations in the United Kingdom, Continental Europe, South America, Canada, Mexico, Scandinavia, the Asia-Pacific region, South Africa and Australia expose us to increased investment, political, legal/regulatory, and economic risks, including foreign currency and credit risk. Changes in the value of the U.S. dollar relative to other currencies have had and could in the future have an adverse effect on our results of operations and financial condition.

Our investments in non-U.S.-denominated assets are subject to fluctuations in non-U.S. securities and currency markets, and those markets can be volatile. Non-U.S. currency fluctuations also affect the value of any dividends paid by our non-U.S. subsidiaries to their parent companies in the U.S.

We face additional risks as a result of our international operations which could have an adverse effect on our results of operations and financial condition including: burdens and costs of compliance with a variety of foreign laws and regulations and the associated risk and costs of non-compliance; exposure to undeveloped or evolving legal systems, which may result in unpredictable or inconsistent application of laws and regulations; exposure to commercial, political, legal or regulatory corruption; political, economic or other instability in countries in which we conduct business, including possible terrorist acts; the imposition of existing or future tariffs, trade barriers or other protectionist laws or business practices that favor local competition, increased costs and adverse effects on our business; changes to visa or immigration policies; diminished ability to enforce our contractual rights; potential increased risk of data breaches; differences in cultural environments; sociopolitical instability; social, political or economic instability resulting from climate change; changes in regulatory requirements, including changes in regulatory treatment of certain products or services; exposure to local economic conditions and its impact on our clients’ performance and creditworthiness; and restrictions on the repatriation of non-U.S. investments and earnings.

Our U.K. business could be specifically adversely impacted by trade barriers between the EU and the U.K. following Brexit, which has reduced the level of trade between the two markets and the U.K.’s overall trade exports, thereby negatively affecting the attractiveness of the U.K. market.

We may be unable to attract and retain key personnel and qualified employees.

We depend on our ability to attract and retain key personnel, including our President and CEO, Executive Chairman, senior executive officers, presidents of our businesses, experienced underwriters and other skilled employees who are knowledgeable about our business. If the quality of our underwriting team and other personnel decreases, we may be unable to maintain our current competitive position in the specialized markets in which we operate, and be unable to expand our operations into new products and markets.

We cannot guarantee that our reinsurers will pay in a timely fashion, if at all, and, as a result, we could experience losses.

We purchase reinsurance by transferring part of the risk that we have assumed, known as ceding, to a reinsurance company in exchange for part of the premium we receive in connection with the risk. Although reinsurance makes the reinsurer contractually liable to us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us, the reinsured, of our liability to our policyholders. Our reinsurers may not pay the reinsurance recoverables that they owe to us or they may not pay such recoverables on a timely basis. This failure to pay or failure to pay on a timely basis may be due to factors such as whether reinsurers, their affiliates or certain indemnitors have the financial capacity and willingness to make payments under the terms of a reinsurance treaty or contract. Accordingly, we bear credit risk with respect to our reinsurers, and if our reinsurers fail to pay us, our financial results would be adversely affected. Underwriting results and investment returns of some of our reinsurers may affect their future ability to pay claims. As of December 31, ~~2024~~2025, the amount due from our reinsurers was approximately $3,558 million, including amounts due from state funds and industry pools where it was intended that we would bear no risk. Certain of these amounts are secured by letters of credit or by funds held in trust on our behalf.

Given the inherent uncertainty of models, the usefulness of such models as a tool to evaluate risk is subject to a high degree of uncertainty that could result in actual losses that are materially different than our estimates. A deviation from our loss estimates may adversely impact, perhaps significantly, our financial results.

Our approach to risk management relies on subjective variables that entail significant uncertainties. For example, we consider estimates of probability of exceedance and deterministic scenarios for certain events that are generated by computer-run models. In addition, we use historical data and scenarios, among other factors, to analyze and manage credit and interest rate risks in our investment portfolio. It is possible that actual events could give rise to losses materially different to those estimated by these models.

Small changes in assumptions, which depend heavily on our judgment and foresight, can have a significant impact on the modeled outputs. For example, catastrophe models that simulate loss estimates based on a set of assumptions are important tools used to estimate our exceedance probability curves. These assumptions address a number of factors that impact loss potential including, but not limited to, the characteristics of a given natural catastrophe event; the increase in claim costs resulting from limited supply of labor and materials needed for repairs following a catastrophe event (demand surge); the types, function, location and characteristics of exposed risks; susceptibility of exposed risks to damage from an event with specific characteristics; and the financial and contractual provisions of the (re)insurance contracts that cover losses arising from an event. We run many model simulations in order to understand the impact of these assumptions on a catastrophe’s loss potential.

Furthermore, there are risks associated with catastrophe events, which are either poorly represented or not represented at all by catastrophe models. Each modeling assumption or un-modeled risk introduces uncertainty into estimated modeled losses that management must consider. These uncertainties can include, but are not limited to, the following:

•The models do not address all the possible hazard characteristics of a catastrophe peril (e.g. the precise path and wind speed of a hurricane);

•The models may not accurately reflect the true frequency of events;

•The models may not accurately reflect a risk's vulnerability or susceptibility to damage for a given event characteristic;

•The models may not accurately represent loss potential to insurance or reinsurance contract coverage limits, terms and conditions; and

•The models may not accurately reflect the impact on the economy of the area affected or the financial, judicial, political, or regulatory impact on insurance claim payments during or following a catastrophe event.

As a result of these factors and contingencies, our reliance on assumptions and data used to estimate exceedance probability curves and modeled scenario losses is subject to a high degree of uncertainty that could result in actual losses that are materially different from our modeled estimates and our financial results could be adversely affected.

We are subject to credit risk relating to our policyholders, independent agents and brokers.

In addition to exposure to credit risk related to our reinsurance recoverables and investment portfolio, we are exposed to credit risk in several other areas of our business, including credit risk relating to policyholders, independent agents and brokers. For example our policyholders, independent agents or brokers may not pay a part of or the full amount of premiums owed to us or our brokers or other third party claim administrators may not deliver amounts owed on claims under our insurance and reinsurance contracts for which we have provided funds.

As credit risk is generally a function of the economy, we face a greater credit risk in an economic downturn. While we attempt to manage credit risks through underwriting guidelines, collateral requirements and other oversight mechanisms, our efforts may not be successful. For example, to reduce such credit risk, we require certain third parties to post collateral for some or all of their obligations to us. In cases where we receive pledged securities and the applicable counterparty is unable to honor its obligations, we may be exposed to credit risk on the securities pledged and/or the risk that our access to that collateral may be stayed as a result of bankruptcy. In cases where we receive letters of credit from banks as collateral and one of our counterparties is unable to honor its obligations, we are exposed to the credit risk of the banks that issued the letters of credit.

Our employees could take excessive risks, which could negatively affect our financial condition and business.

As an insurance enterprise, we are in the business of binding certain risks. The employees who conduct our business, including executive officers and other members of management, underwriters, product managers and other employees, do so in part by making decisions and choices that involve exposing us to risk. These include decisions such as setting underwriting guidelines and standards, product design and pricing, determining which business opportunities to pursue and other decisions. We endeavor, in the design and implementation of our compensation programs and practices, to avoid giving our employees incentives to take excessive risks. Employees may, however, take such risks regardless of the structure of our compensation programs and practices. Similarly, although we employ controls and procedures designed to monitor employees’ business decisions and prevent them from taking excessive risks, these controls and procedures may not be effective. If our employees take excessive risks, the impact of those risks could have a material adverse effect on our financial condition and business operations.

We are rated by A.M. Best, Standard & Poor's, Moody's, and Fitch, and a decline in these ratings could affect our standing in the insurance industry and cause our sales and earnings to decrease.

Ratings have become an increasingly important factor in establishing the competitive position of insurance companies. Certain of our insurance company subsidiaries are rated by A.M. Best, Standard & Poor's, Moody's and Fitch. Our ratings are subject to periodic review, and we cannot assure you that we will be able to retain our current or any future ratings, especially given that rating agencies may change their criteria or increase capital requirements for various rating levels.

If our ratings are reduced from their current levels by A.M. Best, Standard & Poor's, Moody's or Fitch, our competitive position in the insurance industry could suffer and it would be more difficult for us to market our products. A ratings downgrade could also adversely limit our access to capital markets, which may increase the cost of debt. A significant downgrade could result in a substantial loss of business as policyholders move to other companies with higher financial strength ratings.

If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks or reduce the level of our underwriting commitments.

As part of our overall risk and capacity management strategy, we purchase reinsurance for certain amounts of risk underwritten by our insurance company subsidiaries, especially catastrophe risks and those risks with relatively high policy limits. We also purchase reinsurance on risks underwritten by others which we reinsure. Market conditions beyond our control determine the availability and cost of the reinsurance protection we seek to purchase, which may affect the level of our business and profitability. Our reinsurance contracts are generally subject to annual renewal, and we may be unable to maintain our current reinsurance contracts or to obtain other reinsurance contracts in adequate amounts and at favorable rates. In addition, we may be unable to obtain reinsurance on terms acceptable to us relating to certain lines of business that we intend to begin writing. If we are unable to renew our expiring contracts or to obtain new reinsurance contracts, either our net exposures would increase or, if we are unwilling to bear an increase in net exposures, we would have to reduce the level of our underwriting commitments, especially catastrophe exposed risks.

Depending on conditions in the financial markets and the general economy, we may be unable to raise debt or equity capital if needed.

If conditions in the financial markets and the general economy are unfavorable, which may result from disruptions, uncertainty or volatility in the capital and credit markets, we may be unable to access debt or equity capital on acceptable terms if needed, which could have a negative impact on our ability to invest in our insurance company subsidiaries and/or to take advantage of opportunities to expand our business, such as the creation of new ventures and possible acquisitions, and inhibit our ability to refinance our existing indebtedness if we desire to do so, on terms acceptable to us.

We may not find suitable new insurance ventures and acquisition candidates and even if we do, we may not successfully invest in such ventures or successfully integrate any such acquired companies.

As part of our present strategy, we continue to evaluate the possible start-up of complementary businesses and acquisition transactions on an ongoing basis, and at any given time we may be engaged in discussions with respect to possible new ventures and acquisitions. We cannot assure you that we will be able to identify suitable insurance ventures or acquisition targets, that such transactions will be financed and completed on acceptable terms or that our future start-up ventures or acquisitions will be successful. Our financial results could be adversely affected by acquired businesses not performing as projected, unforeseen liabilities, routine and unanticipated transaction-related charges, diversion of management time and resources to acquisition integration challenges or growth strategies, loss of key employees, challenges in integrating information technology systems of acquired companies with our own, amortization of expenses related to intangibles, charges for impairment of long-term assets or goodwill and indemnification. The process of investing in new ventures or integrating any companies we do acquire may have a material adverse effect on our results of operations and financial condition.

for impairment of long-term assets or goodwill and indemnification. The process of investing in new ventures or integrating any companies we do acquire may have a material adverse effect on our results of operations and financial condition.

If our information technology, telecommunications or other computer systems become unavailable or unreliable, our ability to conduct our business could be negatively or severely impacted.

Our business is highly dependent upon our employees' ability to perform necessary business functions in an efficient and uninterrupted fashion. A shutdown of, or inability to access, one or more of our facilities, a power outage or a failure of one or more of our information technology, telecommunications, or other computer systems, or other critical infrastructure could significantly impair our employees' ability to perform such functions on a timely basis. In the event of a disaster such as a natural catastrophe, terrorist attack or industrial accident, physical or electronic security breaches, such as breaches by computer hackers, the infection of our systems by a malicious computer virus, denial of service attack, or other cybersecurity incident, our systems could be inaccessible for an extended period of time. In addition, because our information technology and telecommunications systems interface with and depend on third-party systems and infrastructure beyond our control, we could experience service denials or failures of controls if demand for our service exceeds capacity or a third-party system or infrastructure fails or experiences an interruption. If our business continuity plans or system security does not sufficiently address such a business interruption, system failure or service denial, our ability to write and process new and renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions could be significantly impaired and our business and results of operations could be harmed.

by a malicious computer virus, denial of service attack, or other cybersecurity incident, our systems could be inaccessible for an extended period of time. In addition, because our information technology and telecommunications systems interface with and depend on third-party systems and infrastructure beyond our control, we could experience service denials or failures of controls if demand for our service exceeds capacity or a third-party system or infrastructure fails or experiences an interruption. If our business continuity plans or system security does not sufficiently address such a business interruption, system failure or service denial, our ability to write and process new and renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions could be significantly impaired and our business could be harmed.

Failure to maintain the security of information technology systems and confidential data may expose us to liability.

Although we have taken reasonable steps intended to protect our data and information technology systems, and to mitigate ~~the~~potential risk of harm caused by cybersecurity incidents or breaches, no safeguards are perfect and any failure of these safeguards could cause a substantial disruption of our business operations, which could result in service interruptions, data security compromises, regulatory action, and other similar operational and legal issues, as well as substantial remediation and other costs. Our operations rely on the secure processing, storage and transmission of confidential and other sensitive information, including personal information, in our computer systems and networks. Cybersecurity breaches, including physical or electronic break-ins, computer viruses, malware, attacks by hackers, ransomware attacks, phishing attacks, supply chain attacks, breaches due to employee error or misconduct and other similar breaches can create system disruptions, shutdowns or unauthorized access to, or disclosure of, information maintained in our information technology systems and in the information technology systems of our vendors and other third parties on which we rely.

We have in the past experienced cybersecurity incidents affecting our information technology systems as well as the information technology systems of our vendors and other third parties, but, to our knowledge, we have not experienced any material cybersecurity breaches. We expect cybersecurity threats to continue to occur in the future and we are constantly ~~managing~~responding ~~efforts~~to these threats to infiltrate and compromise our systems and data. Our electronic transmission of personal, confidential and proprietary information to third parties with whom we have business relationships and our outsourcing of certain technology and business process functions to third parties may expose us to enhanced risk related to data security. While we have implemented secure data transmission capabilities with these third-party vendors and others with whom we do business, such capabilities may not function as intended and our vendors and third parties could still suffer data breaches that could result in the exposure of sensitive data and the infiltration of our computer systems. Our failure to effectively protect sensitive personal and/or proprietary information, whether owing to breaches of our own systems or those of our vendors and other third parties, could result in significant monetary and reputational damages, material adverse effects to our financial condition, costly litigation, or other regulatory enforcement actions. These increased risks, and expanding regulatory requirements regarding data security, including required compliance with applicable privacy and data protection laws (e.g., the GDPR, CCPA, and other state-specific privacy statutes and regulations), could expose us to data loss, monetary and reputational damages and significant increases in compliance costs. As a result, our ability to conduct our business could be materially and adversely affected.

~~Use of artificial intelligence technologies by us or third-parties on which we rely could expose us to technological, security, legal, and other risks.~~37

~~Products~~condition, orcostly ~~services~~litigation, ~~offered~~or ~~that~~other ~~develop~~regulatory orenforcement ~~adopt~~actions. ~~artificial~~These ~~intelligence~~increased ~~(“AI”) technologies~~risks, ~~including generative AI~~ and ~~machine~~expanding ~~learning,~~regulatory ~~offer~~requirements ~~potential~~regarding ~~benefits~~data ~~(e.g.~~security, ~~with~~including ~~respect~~required tocompliance ~~efficiency)~~with ~~but~~applicable ~~likewise~~privacy ~~may raise technological, security, legal~~ and ~~other~~data ~~risks~~protection ~~and~~laws ~~challenges that may adversely affect our operations~~(e.g., ~~business, or reputation. Such risks include~~ the ~~misuse~~GDPR, ~~inadvertent or otherwise~~CCPA, ofand ~~personal data or~~ other ~~sensitive,~~state-specific ~~confidential~~privacy orstatutes ~~proprietary~~and ~~information;~~regulations), ~~flaws~~could inexpose ~~our~~us ~~models~~to ordata ~~training datasets resulting in biased~~loss, ~~inaccurate~~monetary orand ~~unanticipated~~reputational ~~outcomes;~~damages ~~ethical considerations regarding the use~~ and ~~deployment~~significant ofincreases AIin ~~technologies;~~compliance ~~potential~~costs. ~~infringement~~As ofa ~~third-party~~result, ~~intellectual property rights or the dilution of~~ our ~~intellectual property; and our~~ ability to ~~implement~~conduct ~~appropriate~~our ~~governance~~business ~~controls~~could ~~to ensure the ongoing, safe deployment of AI systems. AI technologies may~~ be ~~misused,~~materially and ~~that~~adversely ~~risk~~affected. ~~is increased by the relative newness of the technology, the speed at which it is being adopted, and ongoing uncertainty with respect to the laws, regulations, and standards governing its~~

33Our increasing investment in and use of artificial intelligence technologies or their use by third-parties on which we rely could expose us to technological, security, legal, and other risks.

~~development~~Products or services offered that develop or employ artificial intelligence (“AI”) technologies, including generative AI and ~~deployment~~machine ~~federally~~learning, ~~across~~offer ~~states~~potential benefits (e.g., efficiency) but likewise may raise technological, security, legal and ~~internationally~~other risks and challenges that may adversely affect our operations, business, or reputation. Such risks include the misuse, ~~and~~inadvertent aor ~~realization~~otherwise, of ~~the~~personal ~~previously~~data ~~mentioned~~or ~~risks~~other sensitive, ~~could~~confidential ~~negatively~~or ~~impact~~proprietary information; flaws in our ~~reputation~~models or training datasets resulting in biased, ~~financial~~inaccurate ~~condition~~or unanticipated outcomes; ethical considerations regarding the use and ~~results~~deployment of ~~operations,~~AI technologies; potential infringement of third-party intellectual property rights or the ~~demand~~dilution ~~for~~of our ~~products~~intellectual property; and ~~services~~our ability to implement appropriate governance controls to ensure the ongoing, ~~otherwise~~safe ~~cause~~deployment ~~competitive~~of ~~harm~~AI systems. As we make significant investments in AI and related technology and increasingly rely on the use of AI by third parties, we may not achieve the expected operational and/ other benefits, or ~~draw~~such ~~adverse~~benefits ~~legal~~may ~~and~~take ~~regulatory~~longer ~~scrutiny.~~than ~~Moreover~~anticipated, ~~because~~and ~~some~~our competitors may adopt AI technologies ~~are~~more ~~relatively~~effectively ~~new,~~or ~~such~~efficiently asthan ~~generative~~we AIdo, ~~many~~which ofmay ~~the~~adversely ~~potential~~affect ~~risks~~our ~~regarding~~market ~~their~~position ~~use~~and ~~are~~results ~~currently~~of ~~unknown~~operations.

In addition, AI technologies may be misused, and that risk is increased by the relative newness of the technology, the speed at which it is being adopted, and ongoing uncertainty with respect to the laws, regulations, and standards governing its development and deployment federally, across states, and internationally. Such misuse, and a realization of the previously mentioned risks, could negatively impact our reputation, financial condition and results of operations, the demand for our products and services, otherwise cause competitive harm, and/or draw adverse legal and regulatory scrutiny. Moreover, because some AI technologies such as generative AI are relatively new and rapidly evolving, many of the potential risks regarding their use are currently unknown. Our investment in and use of AI technologies and the introduction of new products and services may also expose us to new or enhanced risks, particularly in areas where we have less experience or our existing internal control systems may be insufficient, which could require us to make substantial expenditures or subject us to legal liability, heightened regulatory scrutiny and brand or reputational harm.

We could be adversely affected if our controls to ensure compliance with guidelines, policies and legal and regulatory standards are not effective.

Our business is highly dependent on our ability to engage on a daily basis in a large number of insurance underwriting, claim processing and investment activities, many of which are highly complex. These activities often are subject to internal guidelines and policies, as well as legal and regulatory standards, including those related to privacy and data security, anti-corruption, anti-bribery and global finance and insurance matters. Our continued expansion into new international markets has brought about additional requirements. A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system's objectives will be met. If our controls are not effective, it could lead to financial loss, unanticipated risk exposure (including underwriting, credit and investment risk), regulatory scrutiny, and/or damage to our reputation.

Limitations in risk management and loss limitation methods may adversely impact our business.

We seek to effectively manage risk and limit our losses in a variety of ways including through effective underwriting, tailoring policy terms, and the use of reinsurance. However, there are certain limitations in these and similar tactics and as a result, loss levels may be higher than modeled or otherwise expected, which could have a material adverse effect on our business.

Scrutiny of our social responsibility and the efforts we take to implement related measures, or the failure to take such measures, may adversely impact our business.

There continues to be scrutiny from regulators and investors of the measures companies take to be socially responsible. Although we have made efforts to be responsible in this manner, for example through our commitment to fostering a unifying culture and encouraging innovation across our operating units, these types of pressures may nonetheless present challenges and have an adverse impact on our business. In addition, we may be subject to negative publicity based on a failure or perceived failure to achieve various social responsibility initiatives and goals relating to diversity, equity and inclusion, and commitment to long-term sustainability we may announce from time to time, or based on an actual or perceived increase in related risks as a result of our or our industry’s business activities.

Risks Relating to Our Investments

A significant amount of our assets is invested in fixed maturity securities and is subject to market fluctuations.

Our investment portfolio consists substantially of fixed maturity securities. As of December 31, ~~2024~~2025, our investment in fixed maturity securities was approximately $2225.40 billion, or 75.03% of our total investment portfolio including cash and cash equivalents. As of that date, our portfolio of fixed maturity securities consisted of the following types of securities: U.S. Government securities (1016.0%); state and municipal securities (107.54%); corporate securities (3734.67%); asset-backed securities (1715.32%); mortgage-backed securities (1619.82%) and foreign government (7.85%).

The fair value of these assets and the investment income from these assets fluctuate depending on general economic and market conditions. The fair value of fixed maturity securities generally decreases as interest rates rise. If a significant increase in interest rates were to occur, the fair value of our fixed maturity securities would be negatively impacted, while investment income earned from future investments in fixed maturity securities would be higher. Conversely, if interest rates decline, the fair value of our fixed maturity securities would be positively impacted, and investment income earned from future investments in fixed maturity securities will be lower. Some fixed maturity securities, such as mortgage-backed and other asset-backed securities, also carry prepayment risk as a result of interest rate fluctuations. In low interest rate environments, we may not be able to successfully reinvest the proceeds from maturing securities at yields commensurate with our target performance goals.

The value of investments in fixed maturity securities is subject to impairment as a result of deterioration in the credit worthiness of the issuer, default by the issuer (including states and municipalities) in the performance of its obligations in respect of the securities and/or increases in market interest rates. To a large degree, the credit risk we face is a function of the economy; accordingly, we face a greater risk in an economic downturn or recession. During periods of market disruption, it may be difficult to value certain of our securities, particularly if trading becomes less frequent and/or market data becomes less observable. There may be certain asset classes that were in active markets with significant observable data that become illiquid due to the then current financial environment. In such cases, the valuation of a greater number of our securities may require additional subjectivity and management judgment.

34Although the historical rates of default on state and municipal securities have been relatively low, our state and municipal fixed maturity securities could be subject to a higher risk of default or impairment due to declining municipal tax bases and revenue, particularly in the event of a recession. Many states and municipalities operate under deficits or projected deficits, the severity and duration of which could have an adverse impact on both the valuation of our state and municipal fixed maturity securities and the issuer's ability to perform its obligations thereunder. Additionally, our investments are subject to losses as a result of a general decrease in commercial and economic activity for an industry sector in which we invest, as well as risks inherent in particular securities. Similarly, our investments in foreign government fixed maturity securities expose us to currency risk, in addition to the underlying credit, interest rate and other risks.

due to the then current financial environment. In such cases, the valuation of a greater number of our securities may require additional subjectivity and management judgment.

Although the historical rates of default on state and municipal securities have been relatively low, our state and municipal fixed maturity securities could be subject to a higher risk of default or impairment due to declining municipal tax bases and revenue. Many states and municipalities operate under deficits or projected deficits, the severity and duration of which could have an adverse impact on both the valuation of our state and municipal fixed maturity securities and the issuer's ability to perform its obligations thereunder. Additionally, our investments are subject to losses as a result of a general decrease in commercial and economic activity for an industry sector in which we invest, as well as risks inherent in particular securities.

Although we attempt to manage these risks through the use of investment guidelines and other oversight mechanisms and by diversifying our portfolio and emphasizing preservation of principal, our efforts may not be successful. Impairments, defaults and/or rate increases could reduce our net investment income or realized and unrealized investment gains or result in investment losses. Investment returns are currently, and will likely continue to be, impacted by economic uncertainty, more generally, and the shape of the yield curve. As a result, our exposure to the risks described above could materially and adversely affect our results of operations, liquidity and financial condition.

We have invested a portion of our assets in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets, which are subject to significant volatility and may decline in value.

We invest a portion of our investment portfolio in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets. At December 31, ~~2024~~2025, our investment in these assets was approximately $5.56 billion, or 1817.41%, of our investment portfolio, including cash and cash equivalents.

Merger and arbitrage trading securities were $1.12 billion, or 3.87% of our investment portfolio, including cash and cash equivalents at December 31, ~~2024~~2025. Merger arbitrage involves investing in the securities of publicly held companies that are the targets in announced tender offers and mergers. Merger arbitrage differs from other types of investments in its focus on transactions and events believed likely to bring about a change in value over a relatively short time period, usually four months or less. Our merger arbitrage positions are exposed to the risk associated with the completion of announced deals, which are subject to regulatory as well as political and other risks.

Real estate related investments, including directly owned, investment funds and loans receivable, were $1.9 billion, or 65.37% of our investment portfolio, including cash and cash equivalents, at December 31, ~~2024~~2025. We also invest in real estate, financial services, energy, transportation and other investment funds. The values of these investments are subject to fluctuation based on changes in the economy and interest rates in general and the related asset valuations in particular. In addition, our investments in real estate related assets and other alternative investments are less liquid than our other investments.

based on changes in the economy and interest rates in general and the related asset valuations in particular. In addition, our investments in real estate related assets and other alternative investments are less liquid than our other investments.

These investments are subject to significant volatility as a result of the conditions in the financial and commodity markets and the global economy.

Risks Relating to Limitations on Dividends from Subsidiaries and Anti-Takeover Provisions

We are an insurance holding company and, therefore, may not be able to receive dividends in needed amounts.

As an insurance holding company, our principal assets are the shares of capital stock of our insurance company subsidiaries. We have to rely on dividends from our insurance company subsidiaries to meet our obligations for paying principal and interest on outstanding debt obligations, paying dividends to stockholders and repurchasing our shares and paying corporate expenses. The payment of dividends by our insurance company subsidiaries is subject to regulatory restrictions and competitive pressures on maintaining financial strength ratings and will depend on the surplus and future earnings of these subsidiaries. During ~~2025~~2026, the maximum amount of dividends that can be paid without regulatory approval is approximately $1.64 billion. Future regulatory actions could further restrict our insurance subsidiaries’ ability to pay us dividends. As a result, in the future we may not be able to receive dividends from these subsidiaries at times and in amounts necessary to meet our obligations, pay dividends or repurchase shares.

Laws and regulations of the jurisdictions in which we conduct business could delay, deter or prevent an attempt to acquire control of us that stockholders might consider to be desirable, and may restrict a stockholder's ability to purchase our common stock.

Generally, United States insurance holding company laws require that, before a person can acquire control of an insurance company, prior written approval must be obtained from the insurance regulatory authority in the state in which that insurance company is domiciled. Pursuant to applicable laws and regulations, “control” over an insurer is generally presumed to exist if any person, directly or indirectly, owns, controls, holds the power to vote, or holds proxies representing 10% or more of the voting securities of that insurer or any parent company of such insurer. Indirect ownership includes ownership of the shares of our common stock. Thus, the insurance regulatory authorities of the states in which our insurance subsidiaries are domiciled are likely to apply these restrictions on acquisition of control to any proposed acquisition of our common stock. Some states require a person seeking to acquire control of an insurer licensed but not domiciled in that state to make a filing prior to completing an acquisition if the acquirer and its affiliates, on the one hand, and the target insurer and its affiliates, on the other hand, have specified market shares in the same lines of insurance in that state. Additionally, many foreign jurisdictions where we conduct business impose similar restrictions and requirements.

the voting securities of that insurer or any parent company of such insurer. Indirect ownership includes ownership of the shares of our common stock. Thus, the insurance regulatory authorities of the states in which our insurance subsidiaries are domiciled are likely to apply these restrictions on acquisition of control to any proposed acquisition of our common stock. Some states require a person seeking to acquire control of an insurer licensed but not domiciled in that state to make a filing prior to completing an acquisition if the acquirer and its affiliates, on the one hand, and the target insurer and its affiliates, on the other hand, have specified market shares in the same lines of insurance in that state. Additionally, many foreign jurisdictions where we conduct business impose similar restrictions and requirements.

These provisions can also lead to the imposition of conditions on an acquisition that could delay or prevent its consummation. These laws may discourage potential acquisition proposals and may delay, deter or prevent a change in control of us through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be desirable.

Certain provisions in our organizational and other documents (such as voting and other arrangements with Mitsui Sumitomo Insurance Co., Ltd.) may have the effect of hindering, delaying or preventing third party takeovers and thus may prevent our stockholders from receiving premium prices for their shares in an unsolicited takeover or make it more difficult for third parties to replace our current management.

Provisions of our Restated Certificate of Incorporation and By-Laws, as well as state insurance statutes, may hinder, delay or prevent unsolicited acquisitions or changes of our control. These provisions may also have the effect of making it more difficult for third parties to cause the replacement of our current management without the concurrence of our Board of Directors.

These provisions include:

•our classified board of directors and the ability of our board to increase its size and to appoint directors to fill newly created directorships; and

•the requirement that the holders of 80% of our shares must approve mergers and other transactions between us and the holder of 5% or more of our shares, unless the transaction was approved by our board of directors prior to such holder's acquisition of 5% of our shares~~; and~~.

•In addition, Mitsui Sumitomo Insurance Co., Ltd. ("MSI"), which owns approximately 14.7% of our common stock as of February 23, 2026, has entered into voting and other arrangements with members of the ~~need~~Berkley ~~for~~family, ~~advance~~such ~~notice~~that inthe ~~order~~Berkley family can, subject to ~~raise~~certain ~~business~~exceptions, ordetermine ~~make~~the ~~nominations~~voting atof ~~stockholders'~~the ~~meetings.~~Company shares held by MSI, including with respect to an

extraordinary transaction, other than one expected to result in a business combination that would give rise to a significant, direct and irresolvable conflict of interest for MSI.

These provisions may discourage potential acquisition proposals and may delay, deter or prevent a change in control of us through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be desirable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

The Company has a documented information security program (the "Program"), which is integrated into its overall risk management processes, to identify, assess, monitor and manage potential cybersecurity threats and incidents. The Program is designed to protect the confidentiality, integrity and availability of our information systems and assets that store, process, or transmit information, as well as the information processed thereon. The Program is modeled on the global standard for ~~risk~~information ~~assessment~~security management systems, International Organization for Standardization 27001, and is guided by the six domains of cybersecurity established by the National Institute of Standards and Technology Cybersecurity Framework (i.e., govern, identify, protect, detect, respond, and recovery). The Program seeks to adhere to applicable U.S. and international laws and regulations, including New York State’s cybersecurity regulation applicable to financial services institutions authorized by the New York State Department of Financial Services.

The Program’s security and risk policies and standards, implemented by either the Company or third party assessors or consultants, include:

–information security management tools, such as firewalls, intrusion prevention and detection systems, anti-malware functionality, and access privilege controls;

–vulnerability management, including penetration and control testing and vulnerability scans of information systems, and patching of systems when vulnerabilities have been identified;

36–incident monitoring, breach notification and escalation procedures, including disaster recovery and incident response plans and resources;

–incident monitoring, breach notification and escalation, including disaster recovery and incident response plans and resources;

–risk based assessment of third party service providers; and

–annual cybersecurity awareness training for employees and contractors.

The Company engages third party consultants with respect to cybersecurity, including to conduct vulnerability assessments and penetration testing of its information technology systems. The Company has established a regular vendor risk management process to evaluate and address potential risks associated with the use of such third parties.

The Company has not identified any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition, for the period covered by this annual report. For a discussion regarding risks associated with cybersecurity threats, see “Risk Factors – Risks Relating to Our Business – If our information technology, telecommunications or other computer systems become unavailable or unreliable, our ability to conduct our business could be negatively or severely impacted” and “Failure to maintain the security of information technology systems and confidential data may expose us to liability”; and “Use of artificial intelligence technologies, by us or third-parties on whom we rely, could expose us to technological, security, legal, and other risks.”

Board Oversight, Governance and Risk Management

The entire Board of Directors has oversight of risks from cybersecurity threats and receives periodic updates on such risks from the Company’s management, including from the Company’s President and CEO and its Senior Vice President - Chief Information Security Officer (CISO).

Our CISO, who has over 25 years of information security experience and is licensed as a Certified Information Systems Security Professional, is principally responsible for assessing and managing all aspects of the Program, including the Company’s Regional Information Security Officers (RISOs), third-party consultants, development of industry trends and control testing and tracking by risk level. Our CISO meets periodically with senior executives, including the Company’s President and CEO, to discuss the Company’s cybersecurity strategy, and its monitoring, prevention, detection, mitigation, and remediation of cybersecurity risks. Regular reporting on the Program is also provided to the Company’s Enterprise Risk Management Committee, which is comprised of the President and CEO, Senior Vice President – Enterprise Risk Management, Executive Vice President – Investments, Executive Vice President – Chief Financial Officer, and Executive Vice President – Secretary. Collectively, the CISO and RISOs, along with their teams, in collaboration with the technology and business owners, ~~implement the Program. Legal, Compliance, and Internal Audit functions also assess the Program’s adherence to regulatory requirements and internal controls.~~

implement the Program. Legal, Compliance, and Internal Audit functions also assess the Program’s adherence to regulatory requirements and internal controls.

In the event of a potentially material cybersecurity incident, the Company’s incident response plans establish escalation protocols for relevant IT leaders and functional leaders within Legal, Compliance and Internal Audit to engage management as appropriate.

ITEM 2. PROPERTIES

W. R. Berkley Corporation and its subsidiaries own or lease office buildings or office space suitable to conduct their operations. At December 31, ~~2024~~2025, the Company had aggregate office space of 4,~~177~~068,~~891~~719 square feet, of which 1,~~051~~093,~~681~~057 were owned and 32,~~126~~975,~~210~~662 were leased.

Rental expense for the Company's operations was approximately $4554,~~718~~261,000, $4445,~~256~~718,000 and $4344,~~383~~256,000 for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. Future minimum lease payments, without provision for sublease income, are $4854,~~822~~475,000 in ~~2025~~2026, $4147,~~861~~249,000 in ~~2026~~2027 and $~~172~~220,~~679~~860,000 thereafter.

ITEM 3. LEGAL PROCEEDINGS

The Company's subsidiaries are subject to disputes, including litigation and arbitration, arising in the ordinary course of their insurance and reinsurance businesses. The Company's estimates of the costs of settling such matters are reflected in its aggregate reserves for losses and loss expenses, and the Company does not believe that the ultimate outcome of such matters will have a material adverse effect on its financial condition or results of operations.

On December 22, 2023, one of the Company’s subsidiaries filed a lawsuit against certain reinsurers to recover in excess of $90 million in respect of certain losses paid to its policyholders under certain event cancellation and related insurance policies. The Company believes its claims against the reinsurers are meritorious and expects a positive resolution to its lawsuit. While an adverse outcome is possible, the Company believes that the outcome, in any case, will not be material to the Company’s financial condition.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

3843

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The common stock of the Company is traded on the New York Stock Exchange under the symbol “WRB”.

In ~~2024~~2025, the Board declared ~~regular~~ordinary quarterly cash dividends of $0.0708 per share in the first quarter and $0.0809 per share in each of the remaining three quarters, as well as special dividends of $0.3350 per share, ~~$0.25 per share~~ and $01.5000 per share in the second, ~~third,~~ and fourth quarters, respectively, for a total of $~~532~~700 million in aggregate dividends in ~~2024~~2025.

The approximate number of record holders of the common stock on February 1323, ~~2025~~2026 was ~~327~~312.

3944

The chart below shows a comparison of 5 year cumulative total return.

Comparison of 5 Year Cumulative Total Return

Assumes initial investment of $100 on January 1, ~~2019~~2020, with dividends reinvested.

As of December 31, ~~2024~~2025, the S&P 500® Property and Casualty Insurance Index consisted of The Allstate Corporation, Arch Capital Group Ltd. (added Nov. 2022), Chubb Limited, Cincinnati Financial Corporation, The Hartford Financial Services Group, Inc., Loews Corporation (CNA), The Progressive Corporation, The Travelers Companies, Inc., and W. R. Berkley Corporation.

		2019	2020	2021	2022	2023	2024
		2020	2021	2022	2023	2024	2025
W. R. Berkley Corporation	Cum $	100.00	96127.8533	~~123~~170.3247	~~165~~170.1088	~~165~~217.5034	~~210~~267.4930
S&P 500 Index - Total Returns	Cum $	100.00	~~118~~128.3868	~~152~~105.3330	~~124~~133.6503	~~157~~165.4898	~~196~~195.4963
S&P 500 Property and Casualty Insurance Index	Cum $	100.00	~~106~~117.3351	~~124~~139.9575	~~148~~154.6081	~~164~~208.6184	~~222~~228.0645

Set forth below is a summary of the shares repurchased by the Company during the fourth quarter of ~~2024~~2025 and the remaining number of shares authorized for purchase by the Company during such period.

	Total Number ofShares Purchased	Average PricePaid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that may yet be Purchased Under the Plans or Programs (1)
October 2024	715,920	$	57.91	715,920	14,608,875
October 2025	285,635	$	70.99	285,635	12,673,293
November 2024	449,947	57.69		449,947	14,158,928
November 2025	85,533	71.02		85,533	12,587,760
December 2024	—	—		—	14,158,928
December 2025	2,497,858	68.07		2,497,858	10,089,902

40(1) The Company's repurchase authorization was increased to 25,000,000 shares on January 8, 2026.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates worldwide in two segments of the property and casualty business: Insurance and Reinsurance & Monoline Excess. Our decentralized structure provides us with the flexibility to respond quickly and efficiently to local or specific market conditions and to pursue specialty business niches. It also allows us to be closer to our customers in order to better understand their individual needs and risk characteristics. While providing our ~~business~~businesses ~~units~~ with certain operating autonomy, our structure allows us to capitalize on the benefits of economies of scale through centralized capital, investment, reinsurance, enterprise risk management, and actuarial, financial and corporate compliance support. The Company’s primary sources of revenues and earnings are its insurance operations and its investments.

An important part of our strategy is to form new businesses to capitalize on various opportunities. Over the years, the Company has formed numerous businesses that are focused on important parts of the economy in the U.S., including healthcare, cyber security, energy and agriculture, and on growing international markets, including the Asia-Pacific region, South America and Mexico.

The profitability of the Company’s insurance business is affected primarily by the adequacy of premium rates. The ultimate adequacy of premium rates is not known with certainty at the time an insurance policy is issued because premiums are determined before claims are reported. The ultimate adequacy of premium rates is affected mainly by the severity and frequency of claims, which are influenced by many factors, including natural and other disasters, regulatory measures and court decisions that define and change the extent of coverage and the effects of economic or social inflation on the amount of compensation for injuries or losses. General insurance prices are also influenced by available insurance capacity, i.e., the level of capital employed in the industry, and the industry’s willingness to deploy that capital.

The Company’s profitability is also affected by its investment income and investment gains. The Company’s invested assets are invested principally in fixed maturity securities. The return on fixed maturity securities is affected primarily by general interest rates, as well as the credit quality and duration of the securities.

The Company also invests in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets. The Company's investments in investment funds and its other alternative investments have experienced, and the Company expects to continue to experience, greater fluctuations in investment income. The Company's share of the earnings or losses from investment funds is generally reported on a one-quarter lag in order to facilitate the timely completion of the Company's consolidated financial statements.

Commencing with the first quarter of 2024, the Company reclassified a program management business from the Insurance segment to the Reinsurance & Monoline Excess segment. The reclassified business is a program management business offering support on a nationwide basis for commercial casualty and property program administrators. Reclassifications have been made to the Company's 2023 and 2022 financial information to conform with this presentation.46

On June 12, 2024, the Company announced that its Board of Directors approved a 3-for-2 common stock split which was paid in the form of a stock dividend to holders of record as of June 24, 2024. The additional shares were issued on July 10, 2024. Shares outstanding and per share amounts in this Form 10-K reflect such 3-for-2 common stock split.

Critical Accounting Estimates

The following presents a discussion of accounting policies and estimates relating to reserves for losses and loss expenses, assumed reinsurance premiums, allowance for expected credit losses and ~~other-than-temporary~~fair ~~impairments~~value ofmeasurements on investments. Management believes these policies and estimates are the most critical to its operations and require the most difficult, subjective and complex judgments.

Reserves for Losses and Loss Expenses. To recognize liabilities for unpaid losses, either known or unknown, insurers establish reserves, which is a balance sheet account representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred. Estimates and assumptions relating to reserves for losses and loss expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are also susceptible to change as significant periods of time may elapse between the occurrence of an insured loss, the report of the loss to the insurer, the ultimate determination of the cost of the loss and the insurer’s payment of that loss.

In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These factors include, among other things, historical data, legal developments, changes in social attitudes and economic conditions, including the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted judgmentally for the effects of current developments and anticipated trends, is an appropriate basis for predicting future outcomes. Reserve amounts are based on management’s informed estimates and judgments using currently available data. As additional experience and other data become available and are reviewed, these estimates and judgments may be revised. This may result in reserve increases or decreases that would be reflected in our results in periods in which such estimates and assumptions are changed.

Reserves do not represent a certain calculation of liability. Rather, reserves represent an estimate of what management expects the ultimate settlement and claim administration will cost. While the methods for establishing reserves are well tested over time, the major assumptions about anticipated loss emergence patterns are subject to uncertainty. These estimates, which generally involve actuarial projections, are based on management’s assessment of facts and circumstances then known, as well as estimates of trends in claims severity and frequency, judicial theories of liability and other factors, including the actions of third parties which are beyond the Company’s control. These variables are affected by external and internal events, such as inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative changes and claim handling and reserving practices, which make it more difficult to accurately predict claim costs. The inherent uncertainties of estimating reserves are greater for certain types of liabilities where long periods of time elapse before a definitive determination of liability is made. Because setting reserves is inherently uncertain, the Company cannot provide assurance that its current reserves will prove adequate in light of subsequent events.

Loss reserves included in the Company’s financial statements represent management’s best estimates based upon an actuarially derived point estimate and other considerations. The Company uses a variety of actuarial techniques and methods to derive an actuarial point estimate for each business. These methods include paid loss development, incurred loss development, paid and incurred Bornhuetter-Ferguson methods and frequency and severity methods. In circumstances where one actuarial method is considered more credible than the others, that method is used to set the point estimate. For example, the paid loss and incurred loss development methods rely on historical paid and incurred loss data. For new lines of business, where there is insufficient history of paid and incurred claims data, or in circumstances where there have been significant changes in claim practices, the paid and incurred loss development methods would be less credible than other actuarial methods. The actuarial point estimate may also be based on a judgmental weighting of estimates produced from each of the methods considered. Industry loss experience is used to supplement the Company’s own data in selecting “tail factors” and in areas where the Company’s own data is limited. The actuarial data is analyzed by line of business, coverage and accident or policy year, as appropriate, for each business.

The establishment of the actuarially derived loss reserve point estimate also includes consideration of qualitative factors that may affect the ultimate losses. These qualitative considerations include, among others, the impact of re-underwriting initiatives, changes in the mix of business, changes in distribution sources and changes in policy terms and conditions. Examples of changes in terms and conditions that can have a significant impact on reserve levels are the use of ~~aggregate policy limits, the expansion of coverage exclusions, whether or not defense costs are within policy limits, and changes in deductibles and attachment points.~~

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aggregate policy limits, the expansion of coverage exclusions, whether or not defense costs are within policy limits, and changes in deductibles and attachment points.

The key assumptions used to arrive at the best estimate of loss reserves are the expected loss ratios, rate of loss cost inflation, and reported and paid loss emergence patterns. Expected loss ratios represent management’s expectation of losses at the time the business is priced and written, before any actual claims experience has emerged. This expectation is a significant determinant of the estimate of loss reserves for recently written business where there is little paid or incurred loss data to consider. Expected loss ratios are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost trends and known changes in the type of risks underwritten. Expected loss ratios are estimated for each key line of business within each business. Expected loss cost inflation is particularly important for the long-tail lines, such as excess casualty, and claims with a high medical component, such as workers’ compensation. Reported and paid loss emergence patterns are used to project current reported or paid loss amounts to their ultimate settlement value. Loss development factors are based on the historical emergence patterns of paid and incurred losses, and are derived from the Company’s own experience and industry data. The paid loss emergence pattern is also significant to excess and assumed workers’ compensation reserves because those reserves are discounted to their estimated present value based upon such estimated payout patterns. Management believes the estimates and assumptions it makes in the reserving process provide the best estimate of the ultimate cost of settling claims and related expenses with respect to insured events which have occurred; however, different assumptions and variables could lead to significantly different reserve estimates.

Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions described in our discussion of loss and loss expense reserves, including expected loss ratios, rate of loss cost inflation and reported and paid loss emergence patterns. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Factors affecting loss frequency include the effectiveness of loss controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include changes in policy limits, retentions, rate of inflation and judicial interpretations.

Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects our ability to accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags) as well as the amount of reserves needed for incurred but not reported losses (less IBNR is required for lines with short reporting lags). As a result, loss reserves for lines with short reporting lags are likely to have less variation from initial loss estimates. For lines with short reporting lags, which include auto, primary workers’ compensation, other liability (claims-made) and property business, the key assumption is the loss emergence pattern used to project ultimate loss estimates from known losses paid or reported to date. For lines of business with long reporting lags, which include other liability (occurrence), products liability, excess workers’ compensation and liability reinsurance, the key assumption is the expected loss ratio since there is often little paid or incurred loss data to consider. Historically, the Company has experienced less variation from its initial loss estimates for lines of businesses with short reporting lags than for lines of business with long reporting lags.

The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and adjusted, to the extent necessary, to reflect the latest reported loss data, current trends and other factors observed. If the actual level of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s estimate. The following table reflects the impact of changes (which could be favorable or unfavorable) in frequency and severity, relative to our assumptions, on our loss estimate for claims occurring in ~~2024~~2025:

(In thousands)	Frequency (+/-)
Severity (+/-)	1%		5%		10%
1%	$	~~142~~154,~~388~~823	$	~~428~~466,~~582~~010	$	~~786~~854,~~324~~993
5%	~~428~~466,~~582~~010		~~726~~789,~~110~~520		1,~~098~~193,~~020~~909
10%	~~786~~854,~~324~~993		1,~~098~~193,~~020~~909		1,~~487~~617,~~640~~554

Our net reserves for losses and loss expenses of approximately $1719.20 billion as of December 31, ~~2024~~2025 relate to multiple accident years. Therefore, the impact of changes in frequency or severity for more than one accident year could be higher or lower than the amounts reflected above. The impact of such changes would likely be manifested gradually over the course of many years, as the magnitude of the changes became evident.

Approximately $3.34 billion, or 1918.10%, of the Company’s net loss reserves as of December 31, ~~2024~~2025 relate to the Reinsurance & Monoline Excess segment. There is a higher degree of uncertainty and greater variability regarding estimates of excess workers' compensation and assumed reinsurance loss reserves. In the case of excess workers’ compensation, our policies generally attach at $1 million or higher. The claims which reach our layer therefore tend to involve the most serious injuries and many remain open for the lifetime of the claimant, which extends the claim settlement tail. These claims also occur less frequently but tend to be larger than primary claims, which increases claim variability. In the case of assumed reinsurance our loss reserve estimates are based, in part, upon information received from ceding companies. If information received from ceding companies is not timely or correct, the Company’s estimate of ultimate losses may not be accurate. Furthermore, due to

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loss reserve estimates are based, in part, upon information received from ceding companies. If information received from ceding companies is not timely or correct, the Company’s estimate of ultimate losses may not be accurate. Furthermore, due to delayed reporting of claim information by ceding companies, the claim settlement tail for assumed reinsurance is also extended. Management considers the impact of delayed reporting and the extended tail in its selection of loss development factors for these lines of business.

Information received from ceding companies is used to set initial expected loss ratios, to establish case reserves and to estimate reserves for incurred but not reported losses on assumed reinsurance business. This information, which is generally provided through reinsurance intermediaries, is gathered through the underwriting process and from periodic claim reports and other correspondence with ceding companies. The Company performs underwriting and claim audits of selected ceding companies to determine the accuracy and completeness of information provided to the Company. The information received from the ceding companies is supplemented by the Company’s own loss development experience with similar lines of business as well as industry loss trends and loss development benchmarks.

Following is a summary of the Company’s reserves for losses and loss expenses by business segment as of December 31, ~~2024~~2025 and ~~2023~~2024:

(In thousands)	~~2024~~2025		~~2023~~2024
Insurance	$	1315,~~881~~534,~~574~~168	$	1213,~~430~~881,~~202~~574
Reinsurance & Monoline Excess	3,~~285~~419,~~067~~506		3,~~231~~285,~~618~~067
Net reserves for losses and loss expenses	1718,~~166~~953,~~641~~674		1517,~~661~~166,~~820~~641
Ceded reserves for losses and loss expenses	3,~~201~~254,~~389~~099		3,~~077~~201,~~832~~389
Gross reserves for losses and loss expenses	$	2022,~~368~~207,~~030~~773	$	1820,~~739~~368,~~652~~030

Following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of December 31, ~~2024~~2025 and ~~2023~~2024:

(In thousands)	Reported CaseReserves		Incurred ButNot Reported		Total
December 31, 2025
Other liability	$	2,385,364	$	5,903,742	$	8,289,106
Professional liability	673,774		1,582,133		2,255,907
Workers’ compensation (1)	1,103,703		760,075		1,863,778
Auto	828,000		1,032,528		1,860,528
Short-tail lines (2)	438,813		826,036		1,264,849
Total Insurance	5,429,654		10,104,514		15,534,168
Reinsurance & Monoline Excess (1) (3)	1,670,518		1,748,988		3,419,506
Total	$	7,100,172	$	11,853,502	$	18,953,674
December 31, 2024
Other liability	$	2,104,721	$	5,164,994	$	7,269,715
Professional liability	613,230		1,503,908		2,117,138
Workers’ compensation (1)	1,054,427		771,367		1,825,794
Auto	729,462		936,319		1,665,781
Short-tail lines (2)	410,138		593,008		1,003,146
Total Insurance	4,911,978		8,969,596		13,881,574
Reinsurance & Monoline Excess (1) (3)	1,622,399		1,662,668		3,285,067
Total	$	6,534,377	$	10,632,264	$	17,166,641
December 31, 2023
Other liability	$	1,912,594	$	4,607,507	$	6,520,101
Professional liability	527,555		1,438,102		1,965,657
Workers’ compensation (1)	1,019,445		790,944		1,810,389
Auto	645,707		700,850		1,346,557
Short-tail lines (2)	375,129		412,369		787,498
Total Insurance	4,480,430		7,949,772		12,430,202
Reinsurance & Monoline Excess (1) (3)	1,673,581		1,558,037		3,231,618
Total	$	6,154,011	$	9,507,809	$	15,661,820

____________________

(1)Reserves for excess and assumed workers’ compensation business are net of an aggregate net discount of $~~405~~420 million and $~~390~~405 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

(2)Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler and machinery, high net worth homeowners and other lines.

(3)Reinsurance & Monoline Excess includes property and casualty reinsurance as well as certain program management business and operations that solely retain risk on an excess basis.

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The Company evaluates reserves for losses and loss expenses on a quarterly basis. Changes in estimates of prior year losses are reported when such changes are made. The changes in prior year loss reserve estimates are generally the result of ongoing analysis of recent loss development trends. Original estimates are increased or decreased as additional information becomes known regarding individual claims and aggregate claim trends.

Certain of the Company's insurance and reinsurance contracts are retrospectively rated, whereby the Company collects more or less premiums based on the level of loss activity. For those contracts, changes in loss and loss expenses for prior years may be fully or partially offset by additional or return premiums.

Net prior year development (i.e., the sum of prior year reserve changes and prior year earned premiums changes) for each of the last three years ended December 31, are as follows:

(In thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Increase in prior year loss reserves

(1434,~~350~~446)

(2914,~~681~~350)

(5429,~~511~~681)

Increase in prior year earned premiums

1837,~~782~~692

1018,782

1810,~~106~~782

Net favorable (unfavorable) prior year development

43,~~432~~246

~~(18~~4,~~899)~~432

(3618,~~405~~899)

~~The~~Favorable ~~ultimate~~prior ~~net~~year ~~impact~~development ~~of COVID-19 on the Company's reserves remains uncertain. As of December 31, 2024, the Company had recognized losses for COVID-19-related claims activity,~~ (net of ~~reinsurance,~~additional ~~of approximately $381 million, of which $326 million relates to the Insurance segment~~ and ~~$55~~return ~~million~~premiums) ~~relates~~was ~~to the Reinsurance & Monoline Excess segment. Such~~ $~~381~~ 3 million ofin ~~COVID-19-related losses included $379 million of reported losses and $2 million of IBNR~~2025.

Insurance – Reserves for the Insurance segment developed unfavorably by $44 million in 2025 (net of additional and return premiums). The adverse development was driven by the other liability and auto liability lines of business, and was partially offset by favorable development for short tail lines of business, auto physical damage, professional liability and workers’ compensation.

The adverse other liability development was driven mainly by umbrella and excess liability claims, and to a lesser degree from the Company’s primary surplus lines casualty business. The umbrella and excess liability development included a significant component stemming from underlying auto exposures. The other liability development was concentrated in accident years 2017 through 2022. The adverse auto liability development was concentrated in accident years 2021 through 2023. The Company believes that auto-related claims are being particularly impacted by social inflation, which is contributing to an increase in the frequency of large losses beyond expectations. An increase in the frequency of litigated claims is also driving up both indemnity and loss adjustment expense in these lines of business beyond expectations. Social inflation can include higher settlement demands from plaintiffs, use of tactics such as litigation funding by the plaintiffs’ bar, negative public sentiment towards large businesses and corporations, and erosion of tort reforms, among others.

The favorable development for both short tail lines of business and auto physical damage related to the 2024 accident year, and resulted from favorable settlements of both catastrophe and non-catastrophe property claims below our expectations. The favorable professional liability development related mainly to accident years 2022 and 2023, and was driven by lower reported claim frequency and incurred losses than expected. The favorable workers’ compensation development was mainly related to accident years 2023 and 2024, and resulted from a continuation of favorable reported claim frequency below expectations, although the magnitude of the favorable development in this line has moderated from levels seen in previous years.

Reinsurance & Monoline Excess – Reserves for the Reinsurance & Monoline Excess segment developed favorably by $47 million in 2025 (net of additional and return premiums). The favorable development was driven mainly by property and workers’ compensation business, and was partially offset by adverse development in casualty reinsurance assumed. Similar to the Insurance segment, the favorable property development related primarily to the 2024 accident year and resulted from favorable claims settlements below our expectations. The favorable workers’ compensation development was driven by continued lower claim frequency and reported losses relative to expectations, and was spread across many prior accident years, mainly 2017 through 2024. The unfavorable development for casualty reinsurance was concentrated mainly in accident years 2019 through 2023 and was associated primarily with non-proportional assumed reinsurance.

Favorable prior year development (net of additional and return premiums) was $4 million in 2024.

Insurance – Reserves for the Insurance segment developed unfavorably by $8 million in 2024 (net of additional and return premiums). The adverse development was driven by the commercial auto liability and other liability occurrence lines of business, and was largely offset by favorable development for workers’ compensation, professional liability, products liability, and commercial property lines of business.

The adverse commercial auto liability development was concentrated in accident years 2021 through 2023, while the adverse other liability occurrence development was focused across accident years 2015 through 2022. The majority of the other liability occurrence development was driven by umbrella and excess liability claims, of which a significant portion related to underlying commercial auto exposures. The Company believes that commercial auto-related claims are being particularly impacted by social inflation, which is contributing to an increase in the frequency of large losses beyond expectations. Social inflation can include higher settlement demands from plaintiffs, use of aggressive actions by the plaintiffs’ bar such as litigation funding, negative public sentiment towards large businesses and corporations, and erosion of tort reforms, among other factors.

impacted by social inflation, which is contributing to an increase in the frequency of large losses beyond expectations. Social inflation can include higher settlement demands from plaintiffs, use of aggressive actions by the plaintiffs’ bar such as litigation funding, negative public sentiment towards large businesses and corporations, and erosion of tort reforms, among other factors.

The favorable workers’ compensation development for the Insurance segment was mainly related to accident years 2016 through 2023, with accident years 2020 through 2023 contributing the most. For workers’ compensation, favorable reported claim frequency, below expectations, continued to be the main driver of the favorable reserve development. The favorable development for both the professional liability and products liability lines of business was related mainly to accident years 2020 through 2023. For both of these lines, reported claim frequency and incurred losses for accident years 2020 through 2023 were better than expected, which drove the favorable reserve development. Business written in these years also benefitted from significant price increases, which the Company now believes will result in higher profitability than initially anticipated. The favorable development for commercial property was mainly associated with the 2023 accident year, and resulted from better than expected settlements for both catastrophe related and non-catastrophe claims.

Reinsurance & Monoline Excess – Reserves for the Reinsurance & Monoline Excess segment developed favorably by $12 million in 2024 (net of additional and return premiums). The favorable development was driven mainly by excess workers’ compensation business, partially offset by adverse development in the non-proportional reinsurance assumed liability line of business. The favorable excess workers’ compensation development was driven by continued lower claim frequency and reported losses relative to expectations, and to favorable claim settlements spread across many prior accident years. The unfavorable development for non-proportional reinsurance was concentrated mainly in accident years 2015 through 2019 and was associated primarily with our U.S. and U.K. excess general liability reinsurance businesses, including coverage for cedants insuring construction projects.

Unfavorable prior year development (net of additional and return premiums) was $19 million in 2023.

Insurance – Reserves for the Insurance segment developed unfavorably by $21 million in 2023 (net of additional and return premiums). The unfavorable development for the segment was concentrated in the early part of the year. A key driver of the unfavorable development early in 2023 was property catastrophe losses related to 2022 events which were still being adjusted and settled during the early part of 2023. In particular, losses related to U.S. winter storms which occurred during the month of December 2022 were a significant contributor to the development, as information gathering and evaluation ~~of many of these claims were still ongoing into the new year.~~

of many of these claims were still ongoing into the new year.

In addition to the property prior year development discussed above, during 2023 the Insurance segment also experienced adverse prior year development on casualty lines of business for the 2016 through 2019 accident years, which was offset by favorable prior year development on casualty lines of business for the 2020 through 2022 accident years. The unfavorable development on the 2016 through 2019 accident years was concentrated in the general liability and commercial auto liability lines of business. The development, which particularly impacted business attaching excess of primary policy limits, was driven by a larger than expected number of large losses reported. The Company believes social inflation is contributing to an increase in the frequency of large losses for these accident years. Social inflation can include higher settlement demands from plaintiffs, use of tactics such as litigation funding by the plaintiffs’ bar, negative public sentiment towards large businesses and corporations, and erosion of tort reforms, among others.

The favorable prior year development on casualty lines for the 2020 through 2022 accident years in the Insurance segment was concentrated in the professional liability, workers’ compensation, and general liability lines of business. Due to elevated uncertainty regarding incurred loss frequency and severity as a result of ongoing social inflation and the impacts of the COVID-19 pandemic, the Company set its initial loss ratios for the 2020 through 2022 accident years prudently, and largely maintained these estimates through the end of each respective accident year. The reported loss experience to date for these lines of business for the 2020 through 2022 accident years has been significantly better than was expected, and the Company has begun to react to this favorable emergence as the accident years mature beyond the age of twelve months. It should also be noted that commercial auto liability experienced adverse prior year development for the 2020 through 2022 accident years, which partially offset the favorable development discussed above; the adverse development was driven ~~by a larger than expected number of large losses reported.~~

~~Reinsurance & Monoline Excess – Reserves for the Reinsurance & Monoline Excess segment developed favorably~~ by $2a ~~million~~larger inthan ~~2023~~expected ~~(net~~number of ~~additional~~large and return premiums). The overall favorable prior year development for the segment was driven mainly by favorable development in excess workers’ compensation, substantially offset by unfavorable development in the non-proportional reinsurance assumed liability, excess general liability (including umbrella), and commercial auto liability lines of business. The favorable excess workers’ compensation development was driven by continued lower claim frequency and reported losses ~~relative to our expectations, and favorable claim settlements~~reported. The favorable development was spread across many prior accident years. The unfavorable development for non-proportional reinsurance assumed liability and excess general liability was associated primarily with our U.S. assumed reinsurance business, and related to accounts reinsuring excess and umbrella business and construction projects. The adverse development was concentrated mainly in accident years 2017 through 2020. The unfavorable development for commercial auto liability was concentrated in the 2022 accident year and related to commercial auto program business.

~~Unfavorable~~ ~~prior~~Reinsurance ~~year~~& ~~development~~Monoline Excess – Reserves for the Reinsurance & Monoline Excess segment developed favorably by $2 million in 2023 (net of additional and return premiums). The overall favorable prior year development for the segment was ~~$36 million~~driven mainly by favorable development in ~~2022~~excess workers’ compensation, substantially offset by unfavorable development in the non-proportional reinsurance assumed liability, excess general liability (including umbrella), and commercial auto liability lines of business. The favorable excess workers’ compensation development was driven by continued lower

~~Insurance~~claim –frequency ~~Reserves~~and ~~for~~reported ~~the~~losses ~~Insurance~~relative ~~segment~~to ~~developed~~our ~~unfavorably~~expectations, ~~by $41 million in 2022 (net of additional~~ and ~~return~~favorable ~~premiums)~~claim settlements. The ~~unfavorable~~favorable development inwas ~~the~~spread ~~segment~~across ~~primarily~~many ~~related~~prior toaccident ~~COVID-19 losses at two businesses~~years. ~~These~~The ~~businesses~~unfavorable ~~wrote~~development ~~policies~~for ~~providing~~non-proportional ~~coverage~~reinsurance ~~for~~assumed ~~event~~liability ~~cancellation~~ and ~~film~~excess ~~production~~general ~~delay~~liability ~~which~~was ~~were~~associated ~~heavily~~primarily ~~impacted~~with byour ~~losses directly caused by the COVID-19 pandemic~~U.S. ~~Most~~assumed ofreinsurance ~~this~~business, ~~COVID-19~~and related ~~unfavorable~~to ~~development~~accounts ~~emerged during the third quarter as a result of settlements of claims at values higher than our expectations. However, the Company believes that~~

~~as a result of these settlements the remaining level of uncertainty around the ultimate value of its known COVID-19 claims has been significantly reduced.~~51

~~The~~reinsuring ~~unfavorable~~excess ~~development mentioned above also includes favorable prior year development for the Insurance segment primarily attributable to the 2020~~ and ~~2021~~umbrella ~~accident~~business ~~years~~ and ~~unfavorable~~construction ~~development on the 2015 through 2019 accident years~~projects. The ~~favorable~~adverse development ~~on the 2020 and 2021 accident years~~ was concentrated inmainly ~~certain casualty lines of business including general liability, professional liability, and workers’ compensation. The Company experienced lower reported claim frequency~~ in ~~these lines of business during 2020 and 2021 relative to historical averages, and continued to experience lower reported incurred losses relative to its expectations for these~~ accident years as2017 ~~they~~through ~~developed during 2022~~2020. ~~These~~The ~~trends~~unfavorable ~~began~~development ~~in 2020 and we believe were caused by the impacts of the COVID-19 pandemic, including~~ for ~~example,~~commercial ~~lockdowns,~~auto ~~reduced~~liability ~~driving/traffic~~was ~~and~~concentrated ~~increased~~in ~~work from home. Due to~~ the ~~uncertainty~~2022 ~~regarding the ultimate impacts of the pandemic on~~ accident ~~years~~year ~~2020~~ and ~~2021~~related ~~incurred losses, the Company was cautious in reacting~~ to ~~these~~commercial ~~lower~~auto ~~trends~~program in business.

46Reserve Discount. The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation reserves that were discounted was $1,400 million and $1,358 million at December 31, 2025 and 2024, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $420 million and $405 million at December 31, 2025 and 2024, respectively. At December 31, 2025, discount rates by year ranged from 0.7% to 6.5%, with a weighted average discount rate of 3.6%.

~~setting~~Substantially ~~and~~all ~~updating~~discounted ~~its~~workers’ compensation reserves (97% of total discounted reserves at December 31, 2025) are excess workers’ compensation reserves. In order to properly match loss ~~ratio~~expenses ~~estimates~~with income earned on investment securities supporting the liabilities, reserves for ~~these~~excess ~~years~~workers’ compensation business are discounted using risk-free discount rates determined by reference to the U.S. AsTreasury ~~these~~yield ~~accident~~curve. ~~years~~These ~~have~~rates ~~continued~~are determined annually based on the weighted average rate for the period. Once established, no adjustments are made to ~~mature~~the discount rate for that period, and any increases or decreases in loss reserves in subsequent years are discounted at the ~~Company~~same ~~has~~rate, ~~continued~~without regard to ~~recognize~~when ~~some~~any ofsuch ~~the~~adjustments ~~favorable~~are ~~reported~~recognized. ~~experience~~The inexpected ~~its~~loss ~~ultimate~~and loss ~~estimates~~expense ~~made~~payout ~~during~~patterns ~~2022.~~subject to discounting are derived from the Company’s loss payout experience.

The ~~unfavorable~~Company ~~development~~also ondiscounts ~~the~~reserves ~~2015~~for ~~through~~certain ~~2019~~other ~~accident~~long-duration ~~years~~workers’ ~~was~~compensation ~~concentrated~~reserves in(representing ~~the~~approximately ~~general~~3% ~~liability~~of ~~and~~total ~~professional~~discounted ~~liability,~~reserves ~~including~~at ~~medical professional~~December 31, ~~lines of business~~2025), asincluding ~~well~~reserves asfor ~~auto~~quota ~~liability.~~share ~~The~~reinsurance ~~development~~and ~~was~~reserves ~~driven~~related byto alosses ~~larger~~regarding ~~than~~occupational ~~expected~~lung ~~number of large losses reported~~disease. ~~The~~These ~~Company~~reserves ~~believes~~are ~~social~~discounted ~~inflation~~at isstatutory ~~contributing~~rates toprescribed anor ~~increase~~permitted inby the ~~frequency~~Department of ~~large~~Insurance ~~losses for these accident years. Social inflation can include higher settlement demands from plaintiffs, use~~ of ~~tactics such as litigation funding by~~ the ~~plaintiffs’~~State ~~bar, negative public sentiment towards large businesses and corporations, and erosion~~ of ~~tort reforms, among others~~Delaware.

Assumed Reinsurance &Premiums. ~~Monoline~~The ~~Excess~~Company –estimates ~~Reserves for~~ the ~~Reinsurance~~amount &of ~~Monoline~~assumed ~~Excess~~reinsurance ~~segment~~premiums ~~developed~~that ~~favorably~~it bywill $5receive ~~million~~under intreaty ~~2022~~reinsurance ~~(net~~agreements ofat ~~additional~~the ~~and~~inception ~~return~~of ~~premiums)~~the contracts. ~~The~~These ~~overall~~premium ~~favorable~~estimates ~~development~~are ~~for~~revised as the ~~segment~~actual ~~was~~amount ~~driven~~of ~~mainly~~assumed bypremiums ~~favorable~~is ~~development~~reported into ~~excess~~the ~~workers~~Company ~~compensation,~~by ~~substantially~~the ~~offset~~ceding bycompanies. ~~unfavorable~~As ~~development~~estimates inof ~~the~~assumed ~~professional~~premiums ~~liability,~~are ~~non-proportional~~made ~~reinsurance~~or ~~assumed liability~~revised, ~~and~~the ~~commercial~~related ~~auto~~amount ~~liability lines~~ of ~~business.~~earned ~~The~~premiums, ~~favorable~~commissions ~~excess~~and ~~workers’~~incurred ~~compensation~~losses ~~development~~associated ~~was~~with ~~spread~~those ~~across~~premiums ~~most~~are ~~prior~~recorded. ~~accident~~Estimated ~~years,~~assumed ~~including~~premiums ~~2012~~receivable ~~and~~were ~~prior~~approximately ~~years,~~$54 million and ~~was~~$51 ~~driven~~million byat aDecember 31, ~~review~~2025 ofand ~~the~~2024, ~~Company’s~~respectively. ~~claim~~The ~~reporting~~assumed ~~patterns~~premium asestimates ~~well~~are asbased aupon ~~number~~terms ofset ~~favorable~~forth ~~claim~~in ~~settlements~~reinsurance ~~relative~~agreements, toinformation ~~expectations.~~received ~~The~~from ~~unfavorable~~ceding ~~professional~~companies ~~liability~~during ~~and~~the ~~non-proportional~~underwriting ~~reinsurance~~and ~~assumed~~negotiation ~~liability~~of ~~development~~agreements, ~~was~~reports ~~concentrated~~received ~~mainly~~from inceding ~~accident~~companies ~~years~~and ~~2016~~discussions ~~through 2018~~ and ~~was~~correspondence ~~associated primarily~~ with ~~our~~reinsurance Uintermediaries.S. ~~assumed~~The ~~reinsurance~~Company ~~business~~also ~~and~~considers ~~related~~its toown ~~accounts~~view ~~insuring~~of ~~construction~~market ~~projects~~conditions, economic trends and ~~professional~~experience ~~liability~~with ~~exposures.~~similar ~~The~~lines ~~unfavorable~~of ~~development~~business. ~~for~~These ~~commercial~~premium ~~auto~~estimates ~~liability~~represent ~~was~~management’s ~~concentrated~~best inestimate of the ~~2021~~ultimate ~~accident~~amount ~~year~~of ~~and~~premiums ~~related~~ to ~~commercial~~be ~~auto~~received ~~program~~under ~~business~~its assumed reinsurance agreements.

Reserve Discount. The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation reserves that were discounted was $1,358 million and $1,352 million at December 31, 2024 and 2023, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $405 million and $390 million at December 31, 2024 and 2023, respectively. At December 31, 2024, discount rates by year ranged from 0.7% to 6.5%, with a weighted average discount rate of 3.6%.

Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2024) are excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized. The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout experience.

The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing approximately 3% of total discounted reserves at December 31, 2024), including reserves for quota share reinsurance and reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates prescribed or permitted by the Department of Insurance of the State of Delaware.

Assumed Reinsurance Premiums. The Company estimates the amount of assumed reinsurance premiums that it will receive under treaty reinsurance agreements at the inception of the contracts. These premium estimates are revised as the actual amount of assumed premiums is reported to the Company by the ceding companies. As estimates of assumed premiums are made or revised, the related amount of earned premiums, commissions and incurred losses associated with those premiums are recorded. Estimated assumed premiums receivable were approximately $51 million and $65 million at December 31, 2024 and 2023, respectively. The assumed premium estimates are based upon terms set forth in reinsurance agreements, information received from ceding companies during the underwriting and negotiation of agreements, reports received from ceding companies and discussions and correspondence with reinsurance intermediaries. The Company also considers its own view of market conditions, economic trends and experience with similar lines of business. These premium estimates represent management’s best estimate of the ultimate amount of premiums to be received under its assumed reinsurance agreements.

Allowance for Expected Credit Losses on Investments.

Fixed Maturity Securities – For fixed maturity securities in an unrealized loss position where the Company intends to sell, or it is more likely than not that it will be required to sell the security before recovery in value, the amortized cost basis is written down to fair value through net investment gains (losses). For fixed maturity securities in an unrealized loss position where the Company does not intend to sell, or it is more likely than not that it will not be required to sell the security before recovery in value, the Company evaluates whether the decline in fair value has resulted from credit losses or all other factors (non-credit factors). In making this assessment, the Company considers the extent to which fair value is less than amortized cost, changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, an allowance for expected credit losses is recorded for the credit loss through net investment gains (losses), limited by the amount that the fair value is less than the amortized cost basis. The allowance is adjusted for any change in expected credit losses and subsequent recoveries through net investment gains (losses). The impairment related to non-credit factors is recognized in other comprehensive income (loss).

other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, an allowance for expected credit losses is recorded for the credit loss through net investment gains (losses), limited by the amount that the fair value is less than the amortized cost basis. The allowance is adjusted for any change in expected credit losses and subsequent recoveries through net investment gains (losses). The impairment related to non-credit factors is recognized in other comprehensive income (loss).

The Company’s credit assessment of allowance for expected credit losses uses a third party model for available for sale and held to maturity securities, as well as loans receivable. The allowance for expected credit losses is generally based on the performance of the underlying collateral under various economic and default scenarios that involve subjective judgments and estimates by management. Modeling these securities involves various factors, such as projected default rates, the nature and realizable value of the collateral, if any, the ability of the issuer to make scheduled payments, historical performance and other relevant economic and performance factors. A discounted cash flow analysis is used to ascertain the amount of the allowance for expected credit losses, if any. In general, the model reverts to the rating-level long-term average marginal default rates based on 10 years of historical data, beyond the forecast period. For other inputs, the model in most cases reverts to the baseline long-term assumptions linearly over 5 years beyond the forecast period. The long-term assumptions are based on the historical averages.

The Company classifies its fixed maturity securities by credit rating, primarily based on ratings assigned by credit rating agencies. For purposes of classifying securities with different ratings, the Company uses the average of the credit ratings assigned, unless in limited situations the Company’s own analysis indicates an internal rating is more appropriate. Securities that are not rated by a rating agency are evaluated and classified by the Company on a case-by-case basis.

A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at December 31, ~~2024~~2025 is presented in the table below.

($ in thousands)	Number ofSecurities	AggregateFair Value		UnrealizedLoss
Foreign government	5067	$	~~138~~151,~~388~~002	$	~~157~~165,~~424~~721
Corporate	1924	5043,~~525~~968		~~2,922~~814
State and municipal	65	28,~~150~~958		1,~~921~~047
Mortgage-backed securities	1714	32,~~684~~244		~~206~~113
Asset-backed securities	1	9		1
Total	110	$	226,172	$	167,695
Total	93	$	220,756	$	162,474

As of December 31, ~~2024~~2025, the Company ~~has~~ recorded an allowance for expected credit losses on fixed maturity securities of $0.71 million. The Company has evaluated the remaining fixed maturity securities in an unrealized loss position and believes the unrealized losses are due primarily to temporary market and sector-related factors rather than to issuer-specific factors. None of these securities are delinquent or in default under financial covenants. Based on its assessment of these issuers, the Company expects them to continue to meet their contractual payment obligations as they become due.

Loans Receivable – For loans receivable, the Company estimates an allowance for expected credit losses based on relevant information about past events, including historical loss experience, current conditions and forecasts that affect the expected collectability of the amortized cost of the financial asset. The allowance for expected credit losses is presented as a reduction to amortized cost of the financial asset in the consolidated balance sheet and changes to the estimate for expected credit losses are recognized through net investment gains (losses). Loans receivable are reported net of an allowance for expected credit losses of $10.2 million and $31 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Fair Value Measurements. The Company’s fixed maturity available for sale securities, equity securities, and its trading account securities are carried at fair value. Fair value is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date". The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for similar assets in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs may only be used to measure fair value to the extent that observable inputs are not available. The fair value of the vast majority of the Company’s portfolio is based on observable data (other than quoted prices) and, accordingly, is classified as Level 2.

In classifying particular financial securities in the fair value hierarchy, the Company uses its judgment to determine whether the market for a security is active and whether significant pricing inputs are observable. The Company determines the existence of an active market by assessing whether transactions occur with sufficient frequency and volume to provide reliable pricing information. The Company determines whether inputs are observable based on the use of such information by pricing services and external investment managers, the uninterrupted availability of such inputs, the need to make significant adjustments to such inputs and the volatility of such inputs over time. If the market for a security is determined to be inactive or if significant inputs used to price a security are determined to be unobservable, the security is categorized in Level 3 of the fair value hierarchy.

Because many fixed maturity securities do not trade on a daily basis, the Company utilizes pricing models and processes which may include benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. Market inputs used to evaluate securities include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. Quoted prices are often unavailable for recently issued securities that are infrequently traded or securities that are only traded in private transactions. For publicly traded securities for which quoted prices are unavailable, the Company determines fair value based on independent broker quotations and other observable market data. For securities traded only in private negotiations, the Company determines fair value based primarily on the cost of such securities, which is adjusted to reflect prices of recent placements of securities of the same issuer, financial data, projections and business developments of the issuer and other relevant information.

~~The following is a summary of pricing sources for the Company's fixed maturity securities available for sale as of December 31, 2024:~~53

(In thousands)	CarryingValue		Percentof Total
Pricing source:
Independent pricing services	$	21,919,679	98.1	%
Syndicate manager	135,129		0.6
Directly by the Company based on:
Observable data	278,978		1.3
Cash flow model	19,667		—
Total	$	22,353,453	100.0	%

The following is a summary of pricing sources for the Company's fixed maturity securities available for sale as of December 31, 2025:

Independent pricing services - Substantially all of the Company’s fixed maturity securities available for sale were priced by independent pricing services (generally one U.S. pricing service plus additional pricing services with respect to a limited number of foreign securities held by the Company). The prices provided by the independent pricing services are generally based on observable market data in active markets (e.g., broker quotes and prices observed for comparable securities). The determination of whether markets are active or inactive is based upon the volume and level of activity for a particular asset class. The Company reviews the prices provided by pricing services for reasonableness based upon current trading levels for similar securities. If the prices appear unusual to the Company, they are re-examined and the value is either confirmed or revised. In addition, the Company periodically performs independent price tests of a sample of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of December 31, 2024, the Company did not make any adjustments to the prices provided by the pricing services. Based upon the Company’s review of the methodologies used by the independent pricing services, these securities were classified as Level 2.


(In thousands)	Carrying Value		Percent of Total
Pricing source:
Independent pricing services	$	24,614,659	98.4	%
Syndicate manager	150,330		0.6
Directly by the Company based on:
Observable data	232,066		0.9
Cash flow model	20,001		0.1
Total	$	25,017,056	100.0	%

Independent pricing services - Substantially all of the Company’s fixed maturity securities available for sale were priced by independent pricing services (generally one U.S. pricing service plus additional pricing services with respect to a limited number of foreign securities held by the Company). The prices provided by the independent pricing services are generally based on observable market data in active markets (e.g., broker quotes and prices observed for comparable securities). The determination of whether markets are active or inactive is based upon the volume and level of activity for a particular asset class. The Company reviews the prices provided by pricing services for reasonableness based upon current trading levels for similar securities. If the prices appear unusual to the Company, they are re-examined and the value is either confirmed or revised. In addition, the Company periodically performs independent price tests of a sample of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of December 31, 2025, the Company did not make any adjustments to the prices provided by the pricing services. Based upon the Company’s review of the methodologies used by the independent pricing services, these securities were classified as Level 2.

Syndicate manager – The Company has a 15% participation in a Lloyd’s syndicate, and the Company’s share of the securities owned by the syndicate is priced by the syndicate’s manager. The majority of the securities are liquid, short duration fixed maturity securities. The Company reviews the syndicate manager’s pricing methodology and audited financial statements and holds discussions with the syndicate manager as necessary to confirm its understanding and agreement with security prices. Based upon the Company’s review of the methodologies used by the syndicate manager, these securities were classified as Level 2.

Observable data – If independent pricing is not available, the Company prices the securities directly. Prices are based on observable market data where available, including current trading levels for similar securities and non-binding quotations from brokers. The Company generally requests two or more quotes. If more than one quote is received, the Company sets a price within the range of quotes received based on its assessment of the credibility of the quote and its own evaluation of the security. The Company generally does not adjust quotes obtained from brokers. Since these securities were priced based on observable data, they were classified as Level 2.

Cash flow model – If the above methodologies are not available, the Company prices securities using a discounted cash flow model based upon assumptions as to prevailing credit spreads, interest rates and interest rate volatility, time to maturity and subordination levels. Discount rates are adjusted to reflect illiquidity where appropriate. These securities were classified as Level 3.

5054

Results of Operations for the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

Business Segment Results

Following is a summary of gross and net premiums written, net premiums earned, loss ratios (losses and loss expenses incurred expressed as a percentage of net premiums earned), expense ratios (policy acquisition and insurance operating expenses expressed as a percentage of net premiums earned) and GAAP combined ratios (sum of loss ratio and expense ratio) for each of our business segments for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. The GAAP combined ratio represents a measure of underwriting profitability, excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit.

(In thousands)	~~2024~~2025			~~2023~~2024
Insurance
Gross premiums written	$	1213,~~662~~465,~~132~~496		$	1112,~~461~~662,~~094~~132
Net premiums written	1011,~~549~~183,~~550~~713			910,~~560~~549,~~533~~550
Net premiums earned	10,~~086~~936,~~308~~028			910,~~007~~086,~~376~~308
Loss ratio	6263.85		%	62.38		%
Expense ratio	28.42			28.34
GAAP combined ratio	91.27			9091.62
Reinsurance & Monoline Excess
Gross premiums written	$	1,~~548~~639,~~958~~573		$	1,~~510~~548,~~912~~958
Net premiums written	1,~~422~~527,~~546~~614			1,~~393~~422,~~934~~546
Net premiums earned	1,~~462~~510,~~177~~910			1,~~393~~462,~~311~~177
Loss ratio	54.76		%	54.37		%
Expense ratio	29.41			29.4
GAAP combined ratio	8483.17			8384.71
Consolidated
Gross premiums written	$	1415,~~211~~105,~~090~~069		$	1214,~~972~~211,~~006~~090
Net premiums written	1112,~~972~~711,~~096~~327			1011,~~954~~972,~~467~~096
Net premiums earned	1112,~~548~~446,~~485~~938			1011,~~400~~548,~~687~~485
Loss ratio	6162.84		%	61.38		%
Expense ratio	28.53			28.45
GAAP combined ratio	90.37			8990.73

Net Income to Common Stockholders. The following table presents the Company’s net income to common stockholders and net income per diluted share for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

(In thousands, except per share data)	~~2024~~2025		~~2023~~2024
Net income to common stockholders	$	1,~~756~~779,~~115~~403	$	1,~~381~~756,~~359~~115
Weighted average diluted shares	~~403~~399,~~224~~861		~~409~~403,~~948~~224
Net income per diluted share	$	4.3645	$	34.3736

The Company reported net income of $1,~~756~~779 million in ~~2024~~2025 and $1,~~381~~756 million in ~~2023~~2024. The $~~375~~23 million increase in net income reflected an after-tax increase in net investment income of $~~217~~75 million primarily due to ~~higher interest rates,~~ a larger fixed maturity securities portfolio and increased investment income ~~associated~~from ~~with~~investment ~~our Argentine inflation-linked securities~~funds, an after-tax increase in ~~foreign~~underwriting ~~currency~~income ~~gains~~ of $6529 million mainly due to ~~strengthening~~growth in premium rates, a reduction of ~~the~~$18 ~~U.S.~~million ~~dollar~~in ~~against~~tax ~~other~~expense ~~currencies~~due to a change in ~~2024~~the effective tax rate, an after-tax increase in net investment gains of $5511 million, ~~due~~an toafter-tax ~~change~~increase in ~~market~~profits ~~value~~from non-insurance businesses of ~~equity~~$8 ~~securities~~million and ~~impairment loss recognized on a real estate investment in 2023,~~ an after-tax increase in ~~underwriting~~profit ~~income~~from insurance service businesses of $375 million, ~~mainly~~partially ~~due~~offset toby ~~growth in premium rates,~~ an after-tax ~~reduction~~increase in ~~corporate~~foreign ~~expenses~~currency losses of $1594 million, andue ~~after-tax~~to ~~increase~~the ofU.S. $4dollar ~~million~~weakening inagainst ~~noncontrolling~~other ~~interests~~major currencies in 2025, an after-tax increase in ~~profits~~corporate ~~from~~expenses ~~non-insurance businesses~~ of $322 million and an after-tax ~~increase~~decrease in ~~profit~~income ~~from insurance service businesses~~ of $37 million, ~~partially~~related ~~offset by an increase of $24 million in tax expense due~~ to aminority ~~change in the effective tax rate~~interests. The number of weighted average diluted shares decreased ~~by 6~~3.74 million for ~~2024~~2025 compared to ~~2023~~2024, mainly reflecting shares repurchased in 2025 and 2024.

Premiums. Gross premiums written were $1415,~~211~~105 million in ~~2024~~2025, an increase of 106% from $1214,~~972~~211 million in ~~2023~~2024. The increase was due to the growth in the Insurance segment of $~~1,201~~803 million and in the Reinsurance & Monoline Excess segment of $3891 million. Approximately 81% of premiums expiring in ~~2024~~2025 and ~~2023~~2024 were renewed.

5155

Average renewal premium rates (per unit of exposure) for insurance and facultative reinsurance increased 6.97% in ~~2024~~2025 and 76.19% in ~~2023~~2024. Average renewal premium rates (per unit of exposure) for insurance and facultative reinsurance excluding workers' compensation increased 7.96% in ~~2024~~2025 and 87.19% in ~~2023~~2024.

A summary of gross premiums written in ~~2024~~2025 compared with ~~2023~~2024 by line of business within each business segment follows:

•Insurance gross premiums increased 106% to $1213,~~662~~465 million in ~~2024~~2025 from $1112,~~461~~662 million in ~~2023~~2024. Gross premiums increased $~~509~~365 million (11%) for ~~other~~short-tail ~~liability~~lines, $~~476~~264 million (175%) for ~~short-tail~~other ~~lines~~liability, $~~179~~110 million (127%) for auto, $2144 million (13%) for ~~professional~~workers' ~~liability~~compensation and $1620 million (1%) for ~~workers'~~professional ~~compensation~~liability.

•Reinsurance & Monoline Excess gross premiums increased 36% to $1,~~549~~640 million in ~~2024~~2025 from $1,~~511~~549 million in ~~2023~~2024. Gross premiums written increased $6863 million (1613%) for property lines and $28 million (109%) for monoline excess, partially offset by a reduction of $580.2 million (7less than 1%) for casualty lines.

Net premiums written were $1112,~~972~~711 million in ~~2024~~2025, an increase of 96% from $1011,~~954~~972 million in ~~2023~~2024. Ceded reinsurance premiums as a percentage of gross written premiums ~~were~~was 16% in both ~~2024~~2025 and ~~2023~~2024.

Premiums earned increased 118% to $1112,~~548~~447 million in ~~2024~~2025 from $1011,~~401~~548 million in ~~2023~~2024. Insurance premiums (including the impact of rate changes) are generally earned evenly over the policy term, and accordingly recent rate increases will be earned over the upcoming quarters. Premiums earned in ~~2024~~2025 are related to business written during both ~~2024~~2025 and ~~2023~~2024. Audit premiums were $~~350~~333 million in ~~2024~~2025 compared with $~~363~~350 million in ~~2023~~2024.

Net Investment Income. Following is a summary of net investment income (loss) for the years ended December 31, ~~2024~~2025 and ~~2023~~2024:

	Amount				Average AnnualizedYield
(In thousands)	~~2024~~2025		~~2023~~2024		~~2024~~2025		~~2023~~2024
Fixed maturity securities, including cash and cash equivalents and loans receivable	$	1,~~260~~307,~~429~~087	$	~~929~~1,~~098~~260,429	54.39	%	45.43	%
Arbitrage trading account	6974,~~573~~407		69,~~369~~573		56.85		5.78
Equity securities	4850,~~920~~529		5548,~~726~~920		5.03		5.10
Investment funds	~~(11~~27,~~491)~~582		16(11,~~743~~491)		(01.7)9		1.(0.7)
Real estate	(2318,~~616~~450)		(1123,~~185~~616)		(1.84)		(01.98)
Gross investment income	1,~~343~~441,~~815~~155		1,~~059~~343,~~751~~815		4.6		4.06
Investment expenses	(1012,~~654~~088)		(610,~~916~~654)		—		—
Total	$	1,~~333~~429,~~161~~067	$	1,~~052~~333,~~835~~161	4.65	%	4.06	%

Net investment income increased 277% to $1,~~333~~429 million in ~~2024~~2025 from $1,~~053~~333 million in ~~2023~~2024 due primarily to a $~~331~~47 million increase in income from fixed maturity securities mainly driven by ~~higher interest rates,~~ a larger fixed maturity securities portfolio ~~and investment income associated with our Argentine inflation-linked securities (see below for further discussion)~~, ~~partially offset by~~ a $2839 million ~~decrease~~increase in income from investment funds primarily due to transportation funds and financial ~~service~~services funds, a $125 million ~~decrease~~increase in arbitrage trading account, a $5 million increase in real estate, and a $71 million ~~decrease~~increase from equity securities, ~~and~~partially offset by a $41 million increase in investment expenses. Investment funds are reported on a one quarter lag. The average annualized yield for fixed maturity securities was 54.39% in ~~2024~~2025 and 45.43% in ~~2023~~2024. The ~~effective~~average ~~duration~~annualized ofyield ~~the~~for fixed maturity ~~portfolio~~securities ~~was~~excluding ~~2.6~~Argentine ~~years~~inflation-linked atsecurities ~~December 31,~~was ~~2024 and 2.~~4 ~~years at December 31, 2023~~. ~~Average invested assets, at cost (including cash and cash equivalents), were $28.9 billion in 2024 up 9.5~~7% ~~from $26.4 billion~~ in ~~2023.~~2025

~~Pre-tax~~and ~~net~~4.5% ~~investment income associated with the Argentine inflation-linked securities~~ in 2024 ~~was $204 million~~. ~~Such~~The ~~investment~~effective ~~income~~duration ~~increased as a result~~ of ~~an adjustment to~~ the ~~inflation~~fixed ~~rate~~maturity ~~that~~portfolio was ~~made~~3.0 byyears ~~the~~at ~~Argentine~~December 31, ~~government~~2025 inand ~~late 2023~~2.6 Asyears ~~certain~~at ofDecember ~~our~~31, ~~Argentine~~2024. ~~bonds~~Average ~~matured~~invested ~~and~~assets, ~~were~~at ~~sold~~cost ~~throughout~~(including ~~2024~~cash and ~~the~~cash ~~inflation rate continued to decline~~equivalents), wewere do$31.6 ~~not~~billion ~~expect~~in ~~investment~~2025, ~~income~~up ~~relating~~9% tofrom ~~these securities to continue at this level~~$28.9 ~~The~~billion ~~proceeds from the Argentine inflation-linked securities that matured and were sold~~ in 2024 ~~have been reinvested~~.

Insurance Service Fees. The Company earns fees from an insurance distribution business ~~(part of which was sold in June 2023)~~, a third-party administrator, and as a servicing carrier of workers' compensation assigned risk plans for certain states. Insurance service fees increased to $~~109~~119 million in ~~2024~~2025 from $~~106~~109 million in ~~2023~~2024, mainly due to anorganic ~~acquisition~~growth inwithin the ~~insurance distribution~~ business ~~in late 2023~~.

Net Realized and Unrealized Gains ~~(Losses)~~ on Investments. The Company buys and sells securities and other investment assets on a regular basis in order to maximize its total return on investments. Decisions to sell securities and other investment assets are based on management’s view of the underlying fundamentals of specific investments as well as management’s expectations regarding interest rates, credit spreads, currency values and general economic conditions. Net realized and unrealized gains on investments were $131 million in 2025 compared with $80 million in 2024. The gains of $131 million in 2025 reflected an increase in unrealized gains on equity securities of $97 million and net realized gains on investments of $34 million. The gains

5256

~~investment assets are based on management’s view~~ of the underlying fundamentals of specific investments as well as management’s expectations regarding interest rates, credit spreads, currency values and general economic conditions. Net realized and unrealized gains on investments were $80 million in 2024 ~~compared with $48 million in 2023. In 2024, the gains~~ reflected aan ~~change~~increase in unrealized gains on equity securities of $121 million, partially offset by net realized losses on investments of $41 million. ~~In 2023, the gains reflected a change in unrealized gains on equity securities of $71 million, partially offset by net realized losses on investments of $23 million.~~

Change in Allowance for Expected Credit Losses on Investments. Based on credit factors, the allowance for expected credit losses is increased or decreased depending on the percentage of unrealized loss relative to amortized cost by security, changes in rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. The pre-tax change in allowance for expected credit losses on investments reflected in net investment gains, decreased by $382 million ($301 million after-tax) in ~~2024~~2025 ~~due~~reflecting to improved pricing ~~associated~~related ~~with~~to ~~foreign~~fixed ~~government~~maturity securities and ~~corporate~~the ~~securities,~~redemption ~~and~~of ~~increased~~one byloan in the loan receivable portfolio, and $~~498~~38 ~~thousand~~million ($~~393~~30 ~~thousand~~million after-tax) in ~~2023~~2024 due to improved pricing associated with foreign government securities and corporate securities.

Revenues from Non-Insurance Businesses. Revenues from non-insurance businesses were derived from businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that provide services to aviation markets, including (i) the distribution, manufacturing, repair and overhaul of aircraft parts and components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenues from non-insurance businesses ~~decreased~~increased to $~~528~~577 million in ~~2024~~2025 from $~~536~~528 million in ~~2023~~2024 mainly due to the aviation-related business, ~~and~~partially ~~the~~offset by a reduction in promotional merchandise ~~business~~.

Losses and Loss Expenses. Losses and loss expenses increased to $7,~~132~~772 million in ~~2024~~2025 from $67,~~372~~132 million in ~~2023~~2024. The consolidated loss ratio was 6162.84% in ~~2024~~2025 and 61.38% in ~~2023~~2024. Catastrophe losses, net of reinsurance recoveries, were $336 million in 2025, with the largest contributors being California wildfire losses and frequency of severe storms, and $298 million in 2024, driven by heightened frequency of severe catastrophe events, with Hurricanes Helene and Milton having the largest impacts~~, and $195 million in 2023~~. Favorable prior year reserve development (net of premium offsets) was $43 million in ~~2024~~2025 and ~~adverse prior year reserve development was~~ $194 million in ~~2023~~2024 (refer to Note 13 of our consolidated financial statements for more detail). The loss ratio excluding catastrophe losses and prior year reserve development ~~were~~increased 0.6 points to 59.28% in ~~both~~2025 ~~2024~~from ~~and~~59.2% ~~2023~~in 2024.

A summary of loss ratios in ~~2024~~2025 compared with ~~2023~~2024 by business segment follows:

•Insurance - The loss ratio was 6263.85% in ~~2024~~2025 and 62.38% in ~~2023~~2024. Catastrophe losses were $~~227~~260 million in ~~2024~~2025 compared with $~~160~~227 million in ~~2023~~2024. Adverse prior year reserve development was $844 million in ~~2024~~2025 and $218 million in ~~2023, principally from property catastrophe losses for 2023~~2024. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.2 points to 60.57% in ~~2024~~2025 from 60.35% in ~~2023~~2024.

•Reinsurance & Monoline Excess - The loss ratio was 54.76% in ~~2024~~2025 and 54.37% in ~~2023~~2024. Catastrophe losses were $7176 million in ~~2024~~2025 compared with $3571 million in ~~2023~~2024. Favorable prior year reserve development was $1247 million in ~~2024~~2025 and $212 million in ~~2023~~2024. The loss ratio excluding catastrophe losses and prior year reserve development ~~decreased~~increased 12.31 points to 5052.67% in ~~2024~~2025 from 5150.96% in ~~2023~~2024.

Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses:

(In thousands)	~~2024~~2025		~~2023~~2024
Policy acquisition and insurance operating expenses	$	3,~~294~~516,~~902~~524	$	23,~~954~~294,~~686~~902
Insurance service expenses	9094,~~640~~374		9190,~~714~~640
Net foreign currency (gains) losses	(52,376)		31,799
Net foreign currency losses (gains)	68,006		(52,376)
Other costs and expenses	~~269~~297,~~140~~930		~~285~~269,~~737~~140
Total	$	3,~~602~~976,~~306~~834	$	3,~~363~~602,~~936~~306

Policy acquisition and insurance operating expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. Policy acquisition and insurance operating expenses increased 127% and net premiums earned increased 118% from ~~2023~~2024. The expense ratio (policy acquisition and insurance operating expenses expressed as a percentage of net premiums earned) ~~increased~~decreased by 0.12 points to 28.53% in ~~2024~~2025 from 28.45% in ~~2023~~2024.

Service expenses, which represent the costs associated with the fee-based businesses, ~~was~~were $9194 million in ~~2024~~2025 ~~compared~~and to $9291 million in ~~2023~~2024.

53Net foreign currency losses (gains) result from transactions denominated in a currency other than a businesses’ functional currency. Net foreign currency losses were $68 million in 2025 compared to gains of $52 million in 2024, primarily due to the U.S. dollar weakening against other major currencies in 2025.

~~Net~~Other ~~foreign~~costs ~~currency~~and ~~(gains)~~expenses ~~losses~~represent ~~result~~general ~~from~~and ~~transactions~~administrative ~~denominated~~expenses inof athe ~~currency~~parent ~~other~~company ~~than~~and aother ~~businesses’~~expenses ~~functional~~not ~~currency.~~allocated ~~Net~~to ~~foreign~~business ~~currency~~segments, ~~gains~~including ~~were~~the ~~$52~~cost ~~million in 2024 compared to losses~~ of ~~$32~~certain ~~million~~long-term inincentive ~~2023,~~plans ~~primarily~~and ~~due~~new tobusiness ~~the U~~ventures.S. ~~dollar~~Other ~~strengthening~~costs ~~against other major currencies in 2024.~~

Other costs and expenses represent general and administrative expenses of the parent company and other expenses not allocated to business segments, including the cost of certain long-term incentive plans and new business ventures. Other costs and expenses decreased to $269 million in 2024 from $286 million in 2023, primarily due to lower new start-up operating unit expenses in 2024. 57

Expenses from Non-Insurance Businesses. Expenses from non-insurance businesses represent costs associated with businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and ~~aviation-related businesses that include (i) cost of goods sold related to aircraft and products sold and services provided and (ii) general and administrative~~ expenses. ~~Expenses~~increased ~~from non-insurance businesses decreased~~ to $~~513~~298 million in ~~2024~~2025 from $~~525~~269 million in ~~2023~~2024, primarily due to ~~the~~higher ~~aviation~~compensation-related ~~business~~costs and ~~promotional~~new ~~merchandise~~start-up ~~business~~operating unit expenses in 2025.

~~Interest~~Expenses ~~Expense~~from Non-Insurance Businesses. ~~Interest~~Expenses ~~expense~~from ~~was~~non-insurance businesses represent costs associated with businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that include (i) cost of goods sold related to aircraft and products sold and services provided and (ii) general and administrative expenses. Expenses from non-insurance businesses increased to $~~127~~552 million in ~~both~~2025 from $513 million in 2024 ~~and~~mainly ~~2023~~due to the aviation-related business, partially offset by a reduction in promotional merchandise.

~~Income~~Interest ~~Taxes~~Expense. ~~The~~Interest ~~effective~~expense ~~income tax rate~~ was ~~22.5%~~$127 inmillion ~~2024 and 21.1%~~ in ~~2023.~~both ~~The~~2025 ~~higher effective income tax rate for the year, as compared to 2023, was primarily due to the geographical mix of earnings~~ and ~~larger amounts being subject to tax at a rate greater than the U~~2024.S. statutory rate, which was partially offset by tax benefits related to tax-exempt investment income and equity-based compensation. See Note 16 of the Consolidated Financial Statements for a reconciliation of the income tax expense and the amounts computed by applying the Federal income tax rate of 21%.

Income Taxes. The ~~Company~~effective ~~has~~income ~~not~~tax ~~provided~~rate Uwas 21.S7% in 2025 and 22.5% ~~deferred~~in 2024. The lower effective income ~~taxes~~tax onrate for the ~~undistributed~~year, ~~earnings~~as ofcompared ~~approximately~~to ~~$481~~2024, ~~million~~was ofprimarily ~~its~~due ~~non-U.S.~~to ~~subsidiaries~~an ~~since~~improved ~~these~~geographical ~~earnings~~mix ~~are~~of ~~intended~~earnings toand belarger ~~permanently~~benefits ~~reinvested~~attributable into ~~the non~~equity-~~U.S.~~based ~~subsidiaries~~compensation. InSee Note 16 of the ~~future,~~Consolidated ifFinancial ~~such~~Statements ~~earnings~~for ~~were~~a ~~distributed,~~reconciliation of the ~~Company~~income ~~projects~~tax ~~that~~expense and the ~~incremental~~amounts ~~tax,~~computed ifby ~~any,~~applying ~~will~~the beFederal ~~immaterial~~income tax rate of 21%.

~~For~~The ~~years~~Company ~~beginning~~has ~~after~~not ~~December~~provided ~~31, 2025, certain~~ U.S. ~~tax~~deferred ~~rates~~income ~~applied~~taxes toon ~~international business will change. Specifically, increases to~~ the ~~Global~~undistributed ~~Intangible~~earnings ~~Low~~of ~~Taxed~~approximately ~~Income~~$585 ~~and~~million ~~the~~of ~~Base~~its ~~Erosion and Anti~~non-~~Abuse~~U.S. ~~Tax~~subsidiaries ~~rates~~since ~~will~~these ~~take~~earnings ~~effect. We~~are dointended ~~not expect this~~ to ~~have~~be apermanently ~~meaningful~~reinvested ~~impact~~in tothe ~~tax~~non-U.S. ~~expense~~subsidiaries. WeIn ~~are~~the ~~actively~~future, ~~monitoring~~if ~~legislative~~such ~~developments~~earnings ~~and~~were ~~will~~distributed, ~~continue~~the toCompany ~~assess~~projects that the ~~potential~~incremental ~~financial~~tax, ~~implications~~if inany, ~~2025~~will be immaterial.

OnFor August 16, 2022, the Inflation Reduction Act of 2022 was enacted. Among other things, the legislation introduced a corporate alternative minimum tax on certain corporations. The tax is applicable for taxable years beginning after December 31, ~~2022~~2025, ~~and~~certain ~~imposes~~U.S. ~~a 15% minimum~~ tax onrates aapplied ~~corporation’s~~to ~~applicable~~international ~~financial~~business ~~statement~~will ~~income~~change. Specifically, ~~While~~increases ~~we are not subject~~ to ~~this~~the ~~tax~~Global inIntangible ~~2024,~~Low weTaxed ~~continue~~Income toand ~~evaluate~~ the ~~overall~~Base ~~impact~~Erosion ofand ~~this~~Anti-Abuse ~~tax~~Tax ~~legislation~~rates onwill ~~our~~take ~~operations~~effect ~~and~~but ~~U.S.~~we ~~federal~~do ~~income~~not ~~tax~~expect ~~position.~~this Into ~~addition,~~have a 1%meaningful ~~excise~~impact ~~tax is now imposed~~ on ~~the~~tax ~~value~~expenses. ofWe ~~corporate~~are ~~share~~monitoring ~~repurchases,~~legislative ~~net~~developments ofand ~~common~~will ~~share~~continue ~~issuances.~~to ~~The~~assess ~~tax is included in~~ the ~~cost~~potential offinancial ~~treasury stock acquired and was not material for 2024~~implications.

~~Further,~~Pursuant ~~the~~to ~~Company is monitoring~~ the ~~impact~~Inflation ofReduction ~~the~~Act ~~implementation~~ of 2022, a ~~global~~corporate alternative minimum tax ~~rate~~on ofcertain ~~15%,~~corporations ~~also~~was ~~known~~introduced. asThe ~~Pillar~~tax ~~Two,~~is asapplicable ~~introduced~~for bytaxable ~~the~~years ~~Organization~~beginning ~~for~~after ~~Economic~~December ~~Co-operation and Development~~31, ~~which~~2022 ~~applies~~and inimposes ~~some~~a ~~countries~~15% ~~commencing~~minimum intax ~~2024.~~on ~~The~~a ~~2024~~corporation’s ~~impact~~applicable ~~was~~financial ~~not~~statement ~~material,~~income. asWhile ~~the~~we ~~Company~~were ~~mainly~~not ~~operates~~subject into ~~jurisdictions~~this ~~with a statutory~~ tax ~~rate~~in ~~above~~2025, ~~15%.~~we We continue to evaluate the overall impact of this tax legislation ason itour ~~will~~operations ~~apply~~and toU.S. ~~other~~federal ~~countries~~income ~~commencing~~tax inposition. ~~2025~~In addition, asa ~~well~~1% asexcise ~~possible~~tax ~~interactions~~is ~~between~~now ~~Pillar~~imposed ~~Two~~on ~~measures~~the ~~and~~value ~~recent~~of ~~and~~corporate ~~potential~~share ~~future~~repurchases, ~~actions~~net byof ~~the~~common ~~new~~share Uissuances.S. ~~administration.~~The ~~Our~~tax ~~initial assessment~~ is ~~that~~included in the ~~2025~~cost ~~impact~~of ~~will~~treasury stock acquired and was not bematerial ~~significant~~for 2025.

~~The~~Further, ~~“Bermuda~~the ~~Corporate~~Company ~~Income~~is ~~Tax~~monitoring ~~Act~~the ~~2023”~~impact ~~was~~of ~~passed~~the ~~into~~implementation ~~law~~of ~~December~~a ~~27,~~global ~~2023.~~minimum ~~The income~~ tax ~~will~~rate beof ~~based~~15%, onalso aknown ~~statutory~~as ~~tax~~Pillar ~~rate~~Two, ofas ~~15%~~introduced onby ~~Bermuda~~the ~~businesses,~~Organization ~~subject~~for toEconomic ~~reductions~~Co-operation ~~for~~and ~~foreign~~Development ~~tax~~(the ~~credits~~"OECD"), ~~and~~which ~~will~~applied bein ~~effective~~some ~~for~~countries ~~fiscal~~commencing ~~years~~in ~~beginning~~2024. The 2025 impact on orthe ~~after~~Company ~~January~~was 1not material, ~~2025.~~as ~~The~~the ~~legislation~~Company ~~does~~mainly ~~not~~operates ~~have~~in ajurisdictions ~~material~~with ~~impact~~a onstatutory ~~our~~tax ~~income~~rate ~~tax~~above ~~position~~15%. We will continue to evaluate this tax legislation ~~developments~~given ~~during~~the ~~2025~~recent release of administrative guidance applicable to U.S. multinationals issued by the OECD.

~~Results~~The Bermuda Corporate Income Tax Act 2023 introduced an income tax based on a statutory tax rate of ~~Operations~~15% on Bermuda businesses, subject to reductions for ~~the~~foreign ~~Years~~tax ~~Ended~~credits ~~December~~effective 31for fiscal years beginning on or after January 1, ~~2023~~2025. ~~and~~The ~~2022~~legislation did not have a material impact on our income tax position.

For a comparison of the Company’s results of operations for the year ended December 31, 2023 to the year ended December 31, 2022, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~in the Company’s Annual Report on Form 10-K~~ for the ~~year~~Years ~~ended~~Ended December 31, ~~2023,~~2024 ~~which was filed with the Securities~~ and ~~Exchange Commission on February 23, 2024.~~2023

54For a comparison of the Company’s results of operations for the year ended December 31, 2024 to the year ended December 31, 2023, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 24, 2025.

Investments

As part of its investment strategy, the Company establishes a level of cash and highly liquid short-term and intermediate-term securities that, combined with expected cash flow, it believes is adequate to meet its payment obligations. In addition to fixed maturity securities, the Company invests in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets. The Company's investments in investment funds and its other alternative investments have experienced, and the Company expects to continue to experience, greater fluctuations in investment income.

The Company also attempts to maintain an appropriate relationship between the effective duration of the investment portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The effective duration of the investment portfolio was 23.60 years and 2.46 years at December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The Company’s investment portfolio and investment-related assets as of December 31, ~~2024~~2025 were as follows:

($ in thousands)	CarryingValue		Percentof Total
Fixed maturity securities:
U.S. government and government agencies	$	23,~~235~~998,~~341~~038	712.50	%
State and municipal:
Special revenue	1,~~517~~184,~~708~~446		53.16
State general obligation	~~307~~231,~~514~~928		1.0.7
Local general obligation	~~272~~216,~~376~~429		0.97
Corporate backed	~~153~~158,~~574~~375		0.5
Pre-refunded (1)	8574,~~592~~784		0.32
Total state and municipal	21,~~336~~865,~~764~~962		75.87
Mortgage-backed securities:
Agency	34,~~045~~332,~~639~~523		1013.21
Commercial	~~532~~285,~~282~~170		10.89
Residential-Prime	~~187~~191,~~806~~201		0.65
Residential-Alt A	21,~~055~~422		—
Total mortgage-backed securities	34,~~767~~810,~~782~~316		1214.65
Asset-backed securities	3,~~885~~810,~~012~~346		1311.05
Corporate:
Industrial	3,~~667~~648,~~199~~534		1211.30
Financial	3,~~320~~483,~~513~~068		1110.15
Utilities	~~778~~1,~~694~~314,221		23.69
Other	~~651~~241,~~235~~588		20.27
Total corporate	8,~~417~~687,~~641~~411		2826.21
Foreign government	1,~~755~~875,~~325~~589		5.96
Total fixed maturity securities	2225,~~397~~047,~~865~~662		75.04
Equity securities available for sale:
Common stocks	~~760~~742,~~167~~113		2.52
Preferred stocks	~~443~~616,~~621~~088		1.59
Total equity securities available for sale	1,~~203~~358,~~788~~201		4.01
Cash and cash equivalents	1,974,747		6.6
Cash and cash equivalents (2)	2,485,952		7.5
Investment funds	1,~~468~~361,~~246~~802		4.91
Real estate	1,~~291~~279,~~455~~748		4.3.9
Arbitrage trading account	1,~~122~~221,~~599~~103		3.87
Loans receivable	~~405~~418,~~453~~913		1.43
Total investments	$	2933,~~864~~173,~~153~~381	100.0	%

______________

(1)Pre-refunded securities are securities for which an escrow account has been established to fund the remaining payments of principal and interest through maturity. Such escrow accounts are funded almost exclusively with U.S. Treasury and U.S. government agency securities.

~~Fixed~~(2)Cash ~~Maturity~~and ~~Securities.~~cash ~~The~~equivalents ~~Company’s~~includes ~~investment~~trading ~~policy~~accounts ~~with~~receivable ~~respect~~from tobrokers ~~fixed~~and ~~maturity~~clearing ~~securities~~organizations, istrading ~~generally~~account tosecurities ~~purchase~~sold ~~instruments~~but ~~with~~not ~~the~~yet ~~expectation~~purchased ofand ~~holding~~unsettled ~~them to their maturity~~purchases. ~~However, management of the available for sale~~

5559

Fixed Maturity Securities. The Company’s investment policy with respect to fixed maturity securities is generally to purchase instruments with the expectation of holding them to their maturity. However, management of the available for sale portfolio is considered necessary to maintain an approximate matching of assets and liabilities as well as to adjust the portfolio as a result of changes in financial market conditions and tax considerations.

The Company’s philosophy related to holding or selling fixed maturity securities is based on its objective of maximizing total return. The key factors that management considers in its investment decisions as to whether to hold or sell fixed maturity securities are its view of the underlying fundamentals of specific securities as well as its expectations regarding interest rates, credit spreads and currency values. In a period in which management expects interest rates to rise, the Company may sell longer duration securities in order to mitigate the impact of an interest rate rise on the fair value of the portfolio. Similarly, in a period in which management expects credit spreads to widen, the Company may sell lower quality securities, and in a period in which management expects certain foreign currencies to decline in value, the Company may sell securities denominated in those foreign currencies. The sale of fixed maturity securities in order to achieve the objective of maximizing total return may result in realized gains (losses); however, there is no reason to expect these gains (losses) to continue in future periods.

Equity Securities. Equity securities primarily represent investments in common and preferred stocks in companies with potential growth opportunities in different sectors, mainly in the financial institutions and energy sectors.

Investment Funds. At December 31, ~~2024~~2025, the carrying value of investment funds was $1,~~468~~362 million, including investments in financial services funds of $~~430~~360 million, other funds of $~~379~~354 million (which includes a deferred compensation trust asset of $3843 million), transportation funds of $~~286~~273 million, ~~real~~infrastructure ~~estate~~ funds of $~~179~~170 million, ~~infrastructure~~real estate funds of $~~151~~163 million and energy funds of $4342 million. Investment funds are primarily reported on a one-quarter lag.

Real Estate. Real estate is directly owned property held for investment. At December 31, ~~2024~~2025, real estate properties in operation included a long-term ground lease in Washington D.C., an office complex in New York City and the completed portion of a mixed-use project in Washington D.C. In addition, part of the previously mentioned mixed-use project in Washington D.C. is under development. The Company expects to fund further development costs for the project with a combination of its own funds and external financing.

Arbitrage Trading Account. The arbitrage trading account is comprised of direct investments in arbitrage securities. Merger arbitrage is the business of investing in the securities of publicly held companies that are the targets in announced tender offers and mergers.

Loans Receivable. Loans receivable, net of allowance for expected credit losses, had both an amortized cost and an aggregate fair value of $~~405~~419 million at December 31, ~~2024~~2025. The amortized cost of loans receivable is net of an allowance for expected credit losses of $10.2 million as of December 31, ~~2024~~2025. Loans receivable include real estate loans of $~~402~~419 million that are secured by commercial and residential real estate located primarily in the U.K. and New York. Real estate loans generally earn interest at fixed or stepped interest rates and have maturities through 2028. ~~Loans receivable include commercial loans of $3 million that are secured by business assets and have fixed interest rates with varying maturities not exceeding 5 years.~~

5660

Liquidity and Capital Resources

Cash Flow. Cash flow provided from operating activities ~~increased~~decreased to $3,~~678~~583 million in ~~2024~~2025 from $23,~~929~~678 million in ~~2023~~2024, primarily due to anincreased ~~increase~~loss inand ~~premium~~loss ~~receipts~~expense payments partially offset by increased ~~loss~~premium ~~and loss expense payments~~receipts.

The Company's insurance subsidiaries' principal sources of cash are premiums, investment income, service fees and proceeds from sales and maturities of portfolio investments. The principal uses of cash are payments for claims, purchase of investments, taxes, operating expenses and dividends. The Company expects its insurance subsidiaries to fund the payment of losses with cash received from premiums, investment income and fees. The Company generally targets an average duration for its investment portfolio that is within 1.5 years of the average number of years held for its liabilities so that portions of its investment portfolio mature throughout the claim cycle and are available for the payment of claims if necessary. In the event operating cash flow and proceeds from maturities and prepayments of fixed maturity securities are not sufficient to fund claim payments and other cash requirements, the remainder of the Company's cash and investments is available to pay claims and other obligations as they become due. The Company's investment portfolio is highly liquid, with approximately 8283% invested in cash, cash equivalents and marketable fixed maturity securities as of December 31, ~~2024~~2025. If the sale of fixed maturity securities were to become necessary, a realized gain or loss equal to the difference between the cost and sales price of securities sold would be recognized.

Debt. At December 31, ~~2024~~2025, the Company had senior notes, subordinated debentures and other debt outstanding with a carrying value of $2,~~841~~840 million and a face amount of $2,~~864~~862 million. The maturities of the outstanding debt are $97 million in ~~2025~~2026, $250 million in 2037, $350 million in 2044, $470 million in 2050, $400 million in 2052, $185 million in 2058, $300 million in 2059, $250 million in 2060, and $650 million in 2061.

On April 1, 2022, the Company entered into a senior unsecured revolving credit facility that provides for revolving, unsecured borrowings up to an aggregate of $300 million with a $50 million sublimit for letters of credit. The Company may increase the amount available under the facility to a maximum of $500 million subject to obtaining lender commitments for the increase and other customary conditions. Borrowings under the facility may be used for working capital and other general corporate purposes. All borrowings under the facility must be repaid by April 1, 2027, except that letters of credit outstanding on that date may remain outstanding until April 1, 2028 (or such later date approved by all lenders). Our ability to utilize the facility is conditioned on the satisfaction of representations, warranties and covenants that are customary for facilities of this type. As of December 31, ~~2024~~2025, there were no borrowings outstanding under the facility.

Equity. At December 31, ~~2024~~2025, total common stockholders’ equity was $89.47 billion, common shares outstanding were ~~380~~377,~~066~~155,~~070~~799 and stockholders’ equity per outstanding share was $2225.0972. The Company repurchased 54,~~702~~069,~~996~~026 and 135,~~061~~702,~~514~~996 shares of its common stock in ~~2024~~2025 and ~~2023~~2024, respectively. The aggregate cost of the repurchases was $~~304~~270 million in ~~2024~~2025 and $~~537~~304 million in ~~2023~~2024. In ~~2024~~2025, the Board declared ~~regular~~ordinary quarterly cash dividends of $0.0708 per share in the first quarter and $0.0809 per share in each of the remaining three quarters, as well as special dividends of $0.3350 per share, ~~$0.25 per share~~ and $01.5000 per share in the second, ~~third,~~ and fourth quarters, respectively, for a total of $~~532~~700 million in aggregate dividends in ~~2024~~2025.

Total Capital. Total capitalization (equity, debt and subordinated debentures) was $1112.25 billion at December 31, ~~2024~~2025. The percentage of the Company’s capital attributable to senior notes, subordinated debentures and other debt was 2523% and 2825% at December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Federal and Foreign Income Taxes

The Company files a consolidated income tax return in the U.S. and foreign tax returns in each of the countries in which it has overseas operations. At December 31, ~~2024~~2025, the Company had a gross deferred tax asset of $~~715~~732 million (which primarily relates to, loss and loss expense reserves, unearned premium reserves, and employee compensation plans ~~and unrealized losses on investments~~). The Company also has a $3656 million valuation allowance against the gross deferred tax asset and a gross deferred tax liability of $~~524~~634 million (which primarily relates to deferred policy acquisition costs, and various investment funds) resulting in a net deferred tax asset of $~~155~~42 million. The realization of this asset is dependent upon the Company's ability to generate sufficient taxable income in future periods. Based on historical results and the prospects for future operations, management anticipates that it is more likely than not that future taxable income will be sufficient for the realization of this asset.

5761

Reinsurance

The Company follows customary industry practice of reinsuring a portion of its exposures in exchange for paying reinsurers a part of the premiums received on the policies it writes. Reinsurance is purchased by the Company principally to reduce its net liability on individual risks and to protect against catastrophic losses. Although reinsurance does not legally discharge an insurer from its primary liability for the full amount of the policies, it does make the assuming reinsurer liable to the insurer to the extent of the reinsurance coverage. The Company monitors the financial condition of its reinsurers and attempts to place its coverages with only financially sound carriers. Reinsurance coverage and retentions vary depending on the line of business, location of the risk and nature of loss. The Company’s reinsurance purchases include the following:

•Property reinsurance treaties - The Company purchases property reinsurance to reduce its exposure to large individual property losses and catastrophe events. Following is a summary of significant property reinsurance treaties in effect as of January 1, ~~2025~~2026:

◦The Company’s property per risk reinsurance generally covers losses between $2.5 million and $85 million.

◦The Company’s property catastrophe excess of loss reinsurance program provides protection for business written by its Insurance ~~segments~~businesses ~~and~~as well as U.S. and non-U.S. business written by Lloyd's Syndicate, excluding offshore energy. For ~~2025~~2026, some of our property catastrophe reinsurance is placed via an industry loss warranty ("ILW") ~~covers~~cover and the equivalent W.Company ~~R. Berkley~~ limit and retention (and resulting net position) are estimated based on our market share and modeled outcome when applying the ILW layering. Retentions by territory and peril range between $~~46.3~~40 million and $~~74.0~~65 million within the first $100 million of limit. Limits purchased are the difference between ~~the~~these ~~corresponding~~retained ~~retentions~~amounts and $700 million.

•Casualty reinsurance treaties - The Company purchases casualty reinsurance to reduce its exposure to large individual casualty losses and workers’ compensation catastrophe losses for the majority of business written by its U.S. companies. A casualty contingency treaty, in effect as of January 1, ~~2025~~2026, provides protection for bad faith and runaway loss adjustment expense losses in excess of $10 million (also in excess of the net policy limit) and up to $75 million. For losses involving two or more claimants for primary workers’ compensation business, coverage is generally in place for losses between $10 million and $~~500~~565 million. For excess workers’ compensation business, such coverage is generally in place for losses between $25 million and $~~500~~550 million. Our workers’ compensation catastrophe reinsurance program is a shared cover for both excess and primary workers’ compensation business.

•Facultative reinsurance - The Company ~~also~~ purchases facultative reinsurance on certain individual policies or risks that are in excess of treaty reinsurance capacity.

•Other reinsurance - Depending on the business, the Company purchases specific additional reinsurance to supplement the above programs.

•Lifson Re iscontinues ~~expected~~ to ~~continue~~participate ~~to be a participant~~ on the majority of the Company’s reinsurance placements. ~~Effective~~As of January 1, ~~2025~~2026, Lifson Re participates in a 32.5% share of the placed amounts, ~~increased~~consistent ~~from~~with ~~30.0% in~~ the prior year. This pertains to all traditional treaty reinsurance/retrocessional placements for both property and casualty business where there is more than one open market reinsurer participating. Lifson Re is currently capitalized with $418 million of equity from a small group of sophisticated global investors with long-term investment horizons, including a minority participation by the Company. Lifson Re participates on a fully collateralized basis.

The Company places a number of its casualty treaties on a “risk attaching” basis. Under risk attaching treaties, all claims from policies incepting during the period of the reinsurance contract are covered even if they occur after the expiration date of the reinsurance contract. If the Company is unable to renew or replace its existing reinsurance coverage, protection for unexpired policies would remain in place until their expiration. In such case, the Company could revise its underwriting strategy for new business to reflect the absence of reinsurance protection. The casualty contingency treaty highlighted above is purchased on a “losses discovered” basis. Property catastrophe and workers’ compensation catastrophe reinsurance is generally placed on a “losses occurring basis,” whereby only claims occurring during the period are covered. If the Company is unable to renew or"losses ~~replace~~occurring" ~~these~~ reinsurance ~~coverages~~treaties, unexpired policies would not be protected, though we generally have the option to purchase run-off coverage in our treaties.

Following is a summary of earned premiums and loss and loss expenses ceded to reinsurers for each of the three years ended December 31, 2025:

Year Ended December 31,

(In thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Earned premiums

2,~~163~~342,~~213~~241

12,~~958~~163,~~581~~213

1,~~883~~958,~~263~~581

Losses and loss expenses

1,~~368~~400,~~279~~570

1,~~376~~368,~~144~~279

1,~~269~~376,~~338~~144

5862

Ceded earned premiums increased 108% in ~~2024~~2025 to $2,~~163~~342 million. The ceded losses and loss expenses ratio decreased 73.05 points to 6359.8% in ~~2024~~2025 from 7063.3% in ~~2023~~2024.

The following table presents the credit quality of amounts due from reinsurers as of December 31, ~~2024~~2025.

(In thousands)

Reinsurer

Rating

(1)

Amount

Amounts due in excess of $20 million:

Lloyd’s of London

A+

~~356~~358,~~338~~718

Partner Re

A+AA-

~~314~~295,~~891~~800

Munich Re

AA-

~~287~~250,~~864~~080

Berkshire Hathaway

AA+

~~274~~246,~~182~~729

Hannover Re Group

AA-

222,719

Hannover Re

AA-

222,358

Renaissance Re

A+

~~215~~217,~~300~~251

Swiss Re

AA-

~~159~~132,~~462~~731

Liberty Mutual

~~120~~124,~~381~~916

Everest Re

A+

9386,~~223~~017

Axis Capital

A+

83,756

Arch Capital

AA-

76,095

Arch Capital Group

A+

67,357

Axis Capital

A+

70,166

Sompo Holdings Group

A+

59,074

Sompo Holdings

A+

64,383

Fairfax Financial

AAA-

5860,~~585~~919

Nationwide Group

A+

52,111

Nationwide Corp

A+

60,342

Korean Re

51,233

TOA Reinsurance

51,290

Axa Insurance

AA-

50,002

Korean Re

A+

45,858

TOA RE

47,501

Axa Insurance

AA-

42,361

Markel Corp Group

42,982

MS & AD Insurance

A+

38,179

MS & AD Insurance Group

34,680

Markel Corp

34,949

Helvetia Holdings Group

A+

29,490

Chubb

27,873

Chubb Group

26,708

Helvetia Holdings

A+

25,542

Other reinsurers:

Rated A- or better

~~124~~132,~~699~~201

Secured (2)

~~636~~752,207

All Others

3631,~~378~~294

Subtotal

3,~~445~~448,~~123~~259

Residual market pools (3)

~~120~~101,~~922~~132

Allowance for expected credit losses

(86,~~350~~378)

Total

3,~~557~~543,~~695~~013

(1)S&P rating, or if not rated by S&P, A.M. Best rating.

(2)Secured by letters of credit or other forms of collateral.

(3)Many states require licensed insurers that provide workers' compensation insurance to participate in programs that provide workers' compensation to employers that cannot procure coverage from an insurer on a voluntary basis. Insurers can fulfill this residual market obligation by participating in pools where results are shared by the participating companies. The Company acts as a servicing carrier for workers' compensation pools in certain states. As a servicing carrier, the Company writes residual market business directly and then cedes 100% of this business to the respective pool. As a servicing carrier, the Company receives fee income for its services. The Company does not retain underwriting risk, and credit risk is limited as ceded balances are jointly shared by all the pool members.

5963

Off-Balance Sheet Arrangements

An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a company has (1) made guarantees, (2) a retained or contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company, or that engages in leasing, hedging or research and development arrangements with the Company. The Company has no arrangements of these types that management believes may have a material current or future effect on our financial condition, liquidity or results of operations.

6064

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk. The fair value of the Company’s investments is subject to risks of fluctuations in credit quality and interest rates. The Company uses various models and stress test scenarios to monitor and manage interest rate risk. The Company attempts to manage its interest rate risk by maintaining an appropriate relationship between the effective duration of the investment portfolio and the average number of years held for its liabilities (i.e., policy claims and debt obligations). The effective duration for the fixed maturity portfolio (including cash and cash equivalents) was 23.60 years and 2.46 years at December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

In addition, the fair value of the Company’s international investments is subject to currency risk. The Company attempts to manage its currency risk by matching its foreign currency assets and liabilities where considered appropriate.

The following table outlines the groups of fixed maturity securities and their effective duration at December 31, ~~2024~~2025:

	Effective
	Duration
($ in thousands)	(Years)	Fair Value
Mortgage-backed securities	4.3	$	3,767,851
U.S. government and government agencies	4.7	$	3,998,038
U.S. government and government agencies	3.7	2,235,341
Mortgage-backed securities	4.3	4,810,392
State and municipal	2.7	2,338,256
Corporate	3.0	8,687,411
Foreign government	2.79	1,~~755~~875,~~325~~589
Corporate	2.6	8,417,641
State and municipal	2.7	1,866,758
Loans receivable	2.4	~~405~~419,~~248~~074
Asset-backed securities	1.43	3,~~885~~810,~~012~~346
Cash and cash equivalents	0.0	1,~~404~~957,~~931~~438
Total	23.60	$	2427,~~209~~425,~~605~~046

Duration is a common measure of the price sensitivity of fixed maturity securities to changes in interest rates. The Company determines the estimated change in fair value of the fixed maturity securities, assuming parallel shifts in the yield curve for treasury securities while keeping spreads between individual securities and treasury securities static. The estimated fair value at specified levels at December 31, ~~2024~~2025 would be as follows:

(In thousands)	Estimated Fair Value		Change in Fair Value
Change in interest rates:
300 basis point rise	$	2224,~~258~~844,~~604~~553	$	(12,~~951~~580,~~001~~493)
200 basis point rise	2225,~~898~~687,~~254~~653		(1,~~311~~737,~~351~~393)
100 basis point rise	2326,~~555~~564,~~609~~356		(~~653~~860,~~996~~690)
Base scenario	2427,~~209~~425,~~605~~046		—
100 basis point decline	2428,~~827~~182,~~143~~512		~~617~~757,~~538~~466
200 basis point decline	2528,~~393~~826,~~892~~079		1,~~184~~401,~~287~~033
300 basis point decline	2529,~~928~~451,~~699~~916		12,~~719~~026,~~094~~869

Arbitrage investing differs from other types of investments in that its focus is on transactions and events believed likely to bring about a change in value over a relatively short time period (usually four months or less). The Company believes that this makes arbitrage investments less vulnerable to changes in general stock market conditions. Potential changes in market conditions are also mitigated by the implementation of hedging strategies, including short sales.

Additionally, the arbitrage positions are generally hedged against market declines by purchasing put options, selling call options or entering into swap contracts. The Company's merger arbitrage securities are primarily exposed to the risk of completion of announced deals, which are subject to regulatory as well as transactional and other risks.

6165

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

W. R. Berkley Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of W. R. Berkley Corporation and subsidiaries (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, ~~2024~~2025, and the related notes and financial statement schedules II to VI (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 2427, ~~2025~~2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Reserves for losses and loss expenses

As discussed in Notes 1 and 13 to the consolidated financial statements, the Company estimates the reserves for losses and loss expenses (reserves) using a variety of actuarial techniques and methods. The key assumptions used to arrive at the best estimate of recorded reserves are expected loss ratios, rate of loss cost inflation, reported and paid loss emergence patterns, loss frequency and severity, and the loss reporting lag. Such amounts are adjusted for certain qualitative factors. The reserves as of December 31, ~~2024~~2025 were $2022.42 billion.

We identified the assessment of the estimate of reserves as a critical audit matter because it involved significant measurement uncertainty, which required complex auditor judgement. Specialized actuarial skills and knowledge were required to evaluate the actuarial method or methods and assumptions used. Assumptions included loss development

6266

factors; the weighting of actuarial methods when more than one was used; the impact of qualitative factors; and whether payments are fixed and reliably determinable for certain reserves subject to discounting.

The following are the primary procedures we performed to address the critical audit matter. With the assistance of actuarial professionals, when appropriate, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s reserving process. This included controls over the Company’s process to develop the Company’s best estimate of reserves based on actuarial methodologies and assumptions employed by the Company’s actuaries. We involved actuarial professionals with specialized skills and knowledge, who assisted in:

•examining the Company’s actuarial methodologies for compliance with Actuarial Standards of Practice

•evaluating the Company’s ability to discount certain reserves by comparing the expected payout pattern of claims paid to actual claims paid

•evaluating the Company’s actuarial point estimate by performing independent actuarial analyses for certain of the larger, more complex businesses

•evaluating the Company’s actuarial point estimate by examining the Company actuaries’ process, and key assumptions for certain of the remaining businesses

•developing an independent range of reserves based on actuarial methodologies and assumptions and comparing to the Company’s recorded reserves

•evaluating the Company’s recorded reserves and year-over-year movements of the Company’s reserves relative to, and within, the independently developed range of reserves.

/S/ KPMG LLP

We have served as the Company’s auditor since 1972.

New York, New York

February 2427, ~~2025~~2026

6367

W. R. BERKLEY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31,

(In thousands, except per share data)

~~2024~~2025

~~2023~~2024

~~2022~~2023

REVENUES:

Net premiums written

1112,~~972~~711,~~096~~327

1011,~~954~~972,~~467~~096

10,~~004~~954,~~070~~467

Change in net unearned premiums

(~~423~~264,~~611~~389)

(~~553~~423,~~780~~611)

(~~442~~553,~~641~~780)

Net premiums earned

1112,~~548~~446,~~485~~938

1011,~~400~~548,~~687~~485

910,~~561~~400,~~429~~687

Net investment income

1,~~333~~429,~~161~~067

1,~~052~~333,~~835~~161

~~779~~1,~~185~~052,835

Net investment gains:

Net realized and unrealized gains on investments

79130,~~738~~670

4779,~~540~~738

~~217~~47,~~311~~540

Change in allowance for expected credit losses on investments

371,~~970~~550

~~(498)~~37,970

(~~14,914~~498)

Net investment gains

~~117~~132,~~708~~220

47117,~~042~~708

~~202~~47,~~397~~042

Revenues from non-insurance businesses

~~528~~577,~~012~~420

~~535~~528,~~508~~012

~~509~~535,~~548~~508

Insurance service fees

~~108~~118,~~935~~511

~~106~~108,~~485~~935

~~110~~106,~~544~~485

Other income

23,~~451~~700

~~381~~2,451

~~3,396~~381

Total revenues

1314,~~638~~707,~~752~~856

1213,~~142~~638,~~938~~752

1112,~~166~~142,~~499~~938

OPERATING COSTS AND EXPENSES:

Losses and loss expenses

7,~~131~~771,~~595~~657

67,~~372~~131,~~142~~595

56,~~861~~372,~~750~~142

Other operating costs and expenses

3,~~602~~976,~~306~~834

3,~~363~~602,~~936~~306

23,~~961~~363,~~505~~936

Expenses from non-insurance businesses

~~513~~551,~~451~~930

~~524~~513,~~998~~451

~~493~~524,~~189~~998

Interest expense

126,~~907~~892

~~127~~126,~~459~~907

~~130~~127,~~374~~459

Total operating costs and expenses

1112,~~374~~427,~~259~~313

1011,~~388~~374,~~535~~259

910,~~446~~388,~~818~~535

Income before income taxes

2,~~264~~280,~~493~~543

12,~~754~~264,~~403~~493

1,~~719~~754,~~681~~403

Income tax expense

(~~509~~495,~~916~~764)

(~~370~~509,~~557~~916)

(~~334~~370,~~727~~557)

Net income before noncontrolling interests

1,~~754~~784,~~577~~779

1,~~383~~754,~~846~~577

1,~~384~~383,~~954~~846

Noncontrolling interests

1(5,~~538~~376)

(21,~~487)~~538

(32,~~892~~487)

Net income to common stockholders

1,~~756~~779,~~115~~403

1,~~381~~756,~~359~~115

1,381,~~062~~359

NET INCOME PER SHARE:

Basic

4.3948

34.4039

3.3340

Diluted

4.3645

34.3736

3.2937

See accompanying notes to consolidated financial statements.

6468

W. R. BERKLEY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31,

(In thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Net income before noncontrolling interests

1,~~754~~784,~~577~~779

1,~~383~~754,~~846~~577

1,~~384~~383,~~954~~846

Other comprehensive (loss) gain:

Other comprehensive gain (loss):

Change in unrealized translation adjustments

~~(77~~90,~~615)~~682

32(77,~~192~~615)

132,~~179~~192

Change in unrealized investment gains (losses), net of taxes

69,182

306,553

(983,803)

Change in unrealized investment gains, net of taxes

392,491

69,182

306,553

Other comprehensive (loss) gain

(8,433)

338,745

(982,624)

Other comprehensive gain (loss)

483,173

(8,433)

338,745

Comprehensive income

12,~~746~~267,~~144~~952

1,~~722~~746,~~591~~144

~~402~~1,~~330~~722,591

Noncontrolling interests

1(5,~~536~~375)

(21,~~485)~~536

(32,~~890~~485)

Comprehensive income to common stockholders

12,~~747~~262,~~680~~577

1,~~720~~747,~~106~~680

~~398~~1,~~440~~720,106

See accompanying notes to consolidated financial statements.

6569

W. R. BERKLEY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
(In thousands, except share data)	~~2024~~2025		~~2023~~2024
Assets
Investments:
Fixed maturity securities (amortized cost of $23,010,899 and $20,915,245; allowance for expected credit losses of $671 and $36,751 at December 31, 2024 and 2023)	$	22,397,865	$	20,178,308
Fixed maturity securities (amortized cost of $25,170,368 and $23,010,899; allowance for expected credit losses of $74 and $671 at December 31, 2025 and 2024)	$	25,047,662	$	22,397,865
Investment funds	1,~~468~~361,~~246~~802		1,~~621~~468,~~655~~246
Real estate	1,~~291~~279,~~455~~748		1,~~249~~291,~~874~~455
Arbitrage trading account	1,~~122~~221,~~599~~103		~~938~~1,~~049~~122,599
Equity securities	1,~~203~~358,~~788~~201		1,~~090~~203,~~347~~788
Loans receivable (net of allowance for expected credit losses of $1,114 and $3,004 at December 31, 2024 and 2023)	405,453		201,271
Loans receivable (net of allowance for expected credit losses of $161 and $1,114 at December 31, 2025 and 2024)	418,913		405,453
Total investments	2730,~~889~~687,~~406~~429		2527,~~279~~889,~~504~~406
Cash and cash equivalents	12,~~974~~539,~~747~~938		1,~~363~~974,~~195~~747
Premiums and fees receivable (net of allowance for expected credit losses of $39,884 and $35,110 at December 31, 2024 and 2023)	3,266,845		3,109,334
Premiums and fees receivable (net of allowance for expected credit losses of $42,006 and $39,884 at December 31, 2025 and 2024)	3,417,112		3,266,845
Due from reinsurers (net of allowance for expected credit losses of $8,350 and $8,404 at December 31, 2024 and 2023)	3,557,695		3,534,527
Due from reinsurers (net of allowance for expected credit losses of $6,378 and $8,350 at December 31, 2025 and 2024)	3,543,013		3,557,695
Deferred policy acquisition costs	~~951~~1,~~728~~000,691		~~861~~951,~~609~~728
Prepaid reinsurance premiums	~~823~~881,~~207~~831		~~758~~823,~~927~~207
Trading account receivable from brokers and clearing organizations	6011,~~327~~669		~~303~~60,~~614~~327
Property, furniture and equipment	~~478~~596,~~511~~235		~~426~~478,~~803~~511
Goodwill	184,332		~~174~~184,~~597~~332
Accrued investment income	~~243~~255,~~772~~199		~~213~~243,~~408~~772
Current federal and foreign income taxes	392,~~382~~732		139,~~318~~382
Deferred federal and foreign income taxes	~~220~~141,~~217~~496		~~309~~220,~~623~~217
Other assets	~~877~~809,~~099~~394		~~865~~877,~~556~~099
Total assets	$	4044,~~567~~071,~~268~~071	$	3740,~~202~~567,~~015~~268
Liabilities and Equity
Liabilities:
Reserves for losses and loss expenses	$	2022,~~368~~207,~~030~~773	$	1820,~~739~~368,~~652~~030
Unearned premiums	6,~~375~~721,~~112~~570		56,~~922~~375,~~326~~112
Due to reinsurers	~~668~~615,~~652~~781		~~631~~668,~~164~~652
Trading account securities sold but not yet purchased	7366,~~358~~285		973,~~357~~358
Current federal and foreign income taxes	5383,~~482~~373		4753,~~525~~482
Deferred federal and foreign income taxes	6599,~~151~~873		4265,~~660~~151
Senior notes and other debt	1,~~831~~829,~~158~~198		1,~~827~~831,~~951~~158
Subordinated debentures	1,~~009~~010,~~808~~527		1,009,~~090~~808
Other liabilities	1,~~715~~724,~~078~~797		1,~~503~~715,~~053~~078
Total liabilities	3234,~~159~~359,~~829~~177		2932,~~732~~159,~~778~~829
Equity:
Preferred stock, par value $.10 per share:
Authorized 5,000,000 shares; issued and outstanding — none	—		—
Common stock, par value $.20 per share:
Authorized 1,250,000,000 shares; issued and outstanding, net of treasury shares, 380,066,070 and 384,817,136 shares, respectively	158,705		158,705
Authorized 1,875,000,000 shares; issued and outstanding, net of treasury shares, 377,155,799 and 380,066,070 shares, respectively	158,705		158,705
Additional paid-in capital	~~984~~987,~~825~~708		~~964~~984,~~789~~825
Retained earnings	1213,~~265~~344,~~070~~204		1112,~~040~~265,~~908~~070
Accumulated other comprehensive loss	(~~934~~451,~~269~~097)		(~~925~~934,~~838~~269)
Treasury stock, at cost, 413,455,739 and 408,704,807 shares, respectively	(4,079,220)		(3,783,133)
Treasury stock, at cost, 416,366,010 and 413,455,739 shares, respectively	(4,338,702)		(4,079,220)
Total common stockholders’ equity	89,~~395~~700,~~111~~818		78,~~455~~395,~~431~~111
Noncontrolling interests	1211,~~328~~076		1312,~~806~~328
Total equity	89,~~407~~711,~~439~~894		78,~~469~~407,~~237~~439
Total liabilities and equity	$	4044,~~567~~071,~~268~~071	$	3740,~~202~~567,~~015~~268
See accompanying notes to consolidated financial statements.

6670

W. R. BERKLEY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Year Ended December 31,
(In thousands, except per share data)		~~2024~~2025		~~2023~~2024		~~2022~~2023
COMMON STOCK:
Beginning and end of period		$	158,705	$	158,705	$	158,705
ADDITIONAL PAID IN CAPITAL:
Beginning of period		$	~~964~~984,~~789~~825	$	~~944~~964,~~632~~789	$	~~928~~944,~~202~~632
Restricted stock units issued		(3249,~~344~~641)		(2932,~~043~~344)		(3229,~~622~~043)
Restricted stock units expensed		52,~~380~~524		4952,~~200~~380		49,~~052~~200
End of period		$	~~984~~987,~~825~~708	$	~~964~~984,~~789~~825	$	~~944~~964,~~632~~789
RETAINED EARNINGS:
Beginning of period		$	1112,~~040~~265,~~908~~070	$	1011,~~161~~040,~~005~~908	$	910,~~015~~161,~~135~~005
Net income to common stockholders		1,~~756~~779,~~115~~403		1,~~381~~756,~~359~~115		1,381,~~062~~359
Dividends ($1.40, $1.29, and $0.59 per share, respectively)		(531,953)		(501,456)		(235,192)
Dividends ($1.85, $1.40, and $1.29 per share, respectively)		(700,269)		(531,953)		(501,456)
End of period		$	1213,~~265~~344,~~070~~204	$	1112,~~040~~265,~~908~~070	$	1011,~~161~~040,~~005~~908
ACCUMULATED OTHER COMPREHENSIVE LOSS:
Unrealized investment (losses) gains:
Beginning of period		$	(~~586~~517,~~354~~170)	$	(~~892~~586,~~905~~354)	$	90(892,~~900~~905)
Change in unrealized gains (losses) on securities without an allowance for expectedcredit losses		64,756		305,908		(955,435)
Change in unrealized gains on securities without an allowance for expectedcredit losses		393,352		64,756		305,908
Change in unrealized gains (losses) on securities with an allowance for expected credit losses		4,428		643		(28,370)
Change in unrealized (losses) gains on securities with an allowance for expected credit losses		(862)		4,428		643
End of period		(~~517~~124,~~170~~680)		(~~586~~517,~~354~~170)		(~~892~~586,~~905~~354)
Currency translation adjustments:
Beginning of period		(~~339~~417,~~484~~099)		(~~371~~339,~~676~~484)		(~~372~~371,~~855~~676)
Net change in period		~~(77~~90,~~615)~~682		32(77,~~192~~615)		132,~~179~~192
End of period		(~~417~~326,~~099~~417)		(~~339~~417,~~484~~099)		(~~371~~339,~~676~~484)
Total accumulated other comprehensive loss		$	(~~934~~451,~~269~~097)	$	(~~925~~934,~~838~~269)	$	(1925,~~264,581~~838)
TREASURY STOCK:
Beginning of period		$	(34,~~783~~079,~~133~~220)	$	(3,~~251~~783,~~429~~133)	$	(3,~~167~~251,~~076~~429)
Stock exercised/vested		1012,~~066~~623		10,~~381~~066		910,~~787~~381
Stock repurchased		(~~303~~270,~~655~~221)		(~~537~~303,~~163~~655)		(94537,~~140~~163)
Other		(21,~~498~~884)		(42,~~922~~498)		—(4,922)
End of period		$	(4,~~079~~338,~~220~~702)	$	(34,~~783~~079,~~133~~220)	$	(3,~~251~~783,~~429~~133)
NONCONTROLLING INTERESTS:
Beginning of period		$	1312,~~806~~328	$	1913,~~829~~806	$	1419,~~719~~829
Contributions (distributions)		58		(8,508)		1,220
(Distributions) contributions		(6,627)		58		(8,508)
Net (loss) income		(1,538)		2,487		3,892
Net income (loss)		5,376		(1,538)		2,487
Other comprehensive income (loss), net of tax		2		(2)		(2)
Other comprehensive (loss) income, net of tax		(1)		2		(2)
End of period		$	1211,~~328~~076	$	1312,~~806~~328	$	1913,~~829~~806

See accompanying notes to consolidated financial statements.

6771

W. R. BERKLEY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

(In thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

CASH FROM OPERATING ACTIVITIES:

Net income to common stockholders

1,~~756~~779,~~115~~403

1,~~381~~756,~~359~~115

1,381,~~062~~359

Adjustments to reconcile net income to net cash from operating activities:

Net investment gains

(~~117~~132,~~708~~220)

(47117,~~042~~708)

(~~202~~47,~~397~~042)

Depreciation and (accretion) amortization

(~~170~~48,~~638~~126)

(20170,~~861~~638)

55(20,~~872~~861)

Noncontrolling interests

(15,~~538)~~376

2(1,~~487~~538)

32,~~892~~487

Investment funds

11(27,~~491~~582)

~~(16~~11,~~743)~~491

(~~145~~16,~~099~~743)

Stock incentive plans

54,~~381~~524

5154,~~000~~381

4951,~~411~~000

Change in:

Arbitrage trading account

~~122~~(56,~~738~~919)

~~(54~~122,~~213)~~738

(5354,~~291~~213)

Premiums and fees receivable

(~~184~~129,~~431~~586)

(~~334~~184,~~178~~431)

(~~268~~334,~~171~~178)

Reinsurance accounts

(31114,~~738~~564)

(~~306~~31,~~017~~738)

(~~266~~306,~~307~~017)

Deferred policy acquisition costs

(9148,~~150~~859)

(9991,~~387~~150)

(8899,~~844~~387)

Current income taxes

~~(28~~63,~~526)~~905

52(28,~~451~~526)

(352,~~534)~~451

Deferred income taxes

959,~~311~~437

~~(26~~95,~~691)~~311

(6426,~~712~~691)

Reserves for losses and loss expenses

1,~~707~~766,~~722~~882

1,~~715~~707,~~076~~722

1,~~684~~715,~~254~~076

Unearned premiums

~~485~~321,~~488~~735

~~617~~485,~~535~~488

~~466~~617,~~590~~535

Other

70139,~~851~~210

1470,~~462~~851

1914,~~878~~462

Net cash from operating activities

3,~~678~~582,~~368~~616

23,~~929~~678,~~238~~368

2,~~568~~929,~~604~~238

CASH FLOWS USED IN INVESTING ACTIVITIES:

Proceeds from sale of fixed maturity securities

21,~~310~~149,~~746~~313

12,~~011~~310,~~195~~746

~~797~~1,~~948~~011,195

Proceeds from sale of equity securities

~~331~~430,~~291~~405

~~318~~331,~~852~~291

82318,~~319~~852

Distributions from (contributions to) investment funds

~~134~~139,~~853~~711

~~(19~~134,~~904)~~853

24(19,~~623~~904)

Proceeds from maturities and prepayments of fixed maturity securities

45,~~890~~312,~~572~~043

34,~~506~~890,~~903~~572

43,~~891~~506,~~179~~903

Purchase of fixed maturity securities

(98,~~368~~428,~~703~~883)

(69,~~664~~368,~~763~~703)

(86,~~036~~664,~~680~~763)

Purchase of equity securities

(~~207~~418,~~457~~440)

(80207,~~454~~457)

(~~340~~80,~~482~~454)

Real estate purchased

(66,632)

(2,074)

(45,920)

Real estate disposed (purchased)

14,627

(66,632)

(2,074)

Change in loans receivable

~~(210~~12,~~816)~~695

(29210,~~719~~816)

(8329,~~212~~719)

Net additions to property, furniture and equipment

(~~105~~169,~~623~~994)

(53105,~~080~~623)

(5253,~~684~~080)

Change in balances due from security brokers

~~107~~(70,~~280~~812)

~~(33~~107,~~929)~~280

14(33,~~337~~929)

Cash received in connection with business disposition

—

~~96,567~~—

~~906~~96,~~789~~567

Payment for business purchased, net of cash acquired

—

~~(11,558)~~—

(4911,~~572~~558)

Net cash used in investing activities

(2,~~184~~029,~~489~~335)

(12,~~961~~184,~~964~~489)

(1,~~891~~961,~~355~~964)

CASH FLOWS USED IN FINANCING ACTIVITIES:

Net proceeds from issuance of debt

~~3,105~~—

~~980~~3,105

—980

Repayment of senior notes and other debt

—(2,063)

~~(1,954)~~—

(~~429~~1,~~812~~954)

Cash dividends to common stockholders

(~~531~~700,~~953~~269)

(~~501~~531,~~456~~953)

(~~235~~501,~~192~~456)

Purchase of common treasury shares

(~~303~~270,~~655~~221)

(~~537~~303,~~163~~655)

(94537,~~140~~163)

Other, net

(1953,~~984~~894)

(2219,~~902~~984)

(1222,~~848~~902)

Net cash used in financing activities

(~~852~~1,~~487~~026,447)

(1852,~~062,495~~487)

(~~771~~1,~~992~~062,495)

Net impact on cash due to change in foreign exchange rates

~~(29~~38,~~840)~~357

9(29,~~070~~840)

~~(24~~9,~~754)~~070

Net increase (decrease) in cash and cash equivalents

~~611~~565,~~552~~191

~~(86~~611,~~151)~~552

(~~119~~86,~~497~~151)

Cash and cash equivalents at beginning of year

1,~~363~~974,~~195~~747

1,~~449~~363,~~346~~195

1,~~568~~449,~~843~~346

Cash and cash equivalents at end of year

12,~~974~~539,~~747~~938

1,~~363~~974,~~195~~747

1,~~449~~363,~~346~~195

See accompanying notes to consolidated financial statements.

6872

W. R. BERKLEY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(1) Summary of Significant Accounting Policies

(A) Principles of consolidation and basis of presentation

The consolidated financial statements, which include the accounts of W. R. Berkley Corporation and its subsidiaries (the "Company"), have been prepared on the basis of U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions and balances have been eliminated. Shares outstanding and per share amounts ~~have~~were ~~been~~ adjusted to reflect the 3-for-2 common stock split effected on July 10, 2024. Additionally, commencing with the first quarter of 2024, the Company reclassified a program management business from the Insurance segment to the Reinsurance & Monoline Excess segment. The reclassified business is a program management business offering support on a nationwide basis for commercial casualty and property program administrators. Reclassifications ~~have~~were ~~been~~ made in the 2023 ~~and 2022~~ financial statements as originally reported to conform to the presentation of the 2025 and 2024 financial statements.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the revenues and expenses reflected during the reporting period. The most significant items on our balance sheet that involve a greater degree of accounting estimates that are subject to change in the future are the valuation of investments, allowance for expected credit losses on investments, reserves for losses and loss expenses and premium estimates. Actual results could differ from those estimates.

(B) Revenue recognition

Insurance premiums are recognized as written at the inception of the policy. Reinsurance premiums are estimated based upon information received from ceding companies, and subsequent differences from such estimates are recorded in the period they are determined. Insurance and reinsurance premiums are primarily earned on a pro rata basis over the policy term. Fees for services are earned over the period that the services are provided. Premiums and fees receivable are reported net of an allowance for expected credit losses, with the allowance being estimated based on current and future expected conditions, historical loss data and specific identification of collectability concerns where applicable. Changes in the allowance are reported within other operating costs and expenses.

Audit premiums are recognized when they are reliably determinable. The change in accruals for earned but unbilled audit premiums (decreased) increased net premiums written and premiums earned by $19(2) million, $19 million and $2519 million in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Revenues from non-insurance businesses are derived from businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aircraft services provided to the general, commercial and military aviation markets. These aircraft services include (i) the distribution, manufacturing, repair and overhaul of aircraft parts and components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenue is recognized upon the shipment of products and parts, the delivery of aircraft, the delivery of fuel, and over the completion period of services.

Insurance service fee revenue represents servicing fees for program administration and claims management services provided by the Company, including workers' compensation assigned risk plans, as well as insurance brokerage and risk management services. Fees for program administration, claims management and risk management services are primarily recognized ratably over the related contract period for which the underlying services are rendered.

Cash equivalents consist of funds invested in money market accounts and investments with an effective maturity of three months or less when purchased.

(D) Investments

Fixed maturity securities classified as available for sale are carried at estimated fair value, with unrealized gains and losses, net of applicable income taxes, excluded from earnings and reported as a component of comprehensive income and a separate component of stockholders' equity. Fixed maturity securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and reported at amortized cost. Investment income from fixed maturity

6973

securities is recognized based on the constant effective yield method. Premiums and discounts on mortgage-backed securities are adjusted for the effects of actual and anticipated prepayments on a retrospective basis.

Equity securities with readily determinable fair values are measured at fair value, with changes in the fair value recognized in net income within net realized and unrealized gains on investments.

Fixed maturity securities that the Company purchased with the intent to sell in the near-term are classified as trading account securities and are reported at estimated fair value. Realized and unrealized gains and losses from trading activity are reported as net investment income and are recorded at the trade date. Short sales and short call options are presented as trading securities sold but not yet purchased. Unsettled trades and the net margin balances held by the clearing broker are presented as a trading account receivable from brokers and clearing organizations.

Investment funds are carried under the equity method of accounting. The Company's share of the earnings or losses of investment funds is primarily reported on a one-quarter lag in order to facilitate the timely completion of the Company's consolidated financial statements.

Loans receivable primarily represent commercial and real estate loans and are carried at amortized cost. The accrual of interest on loans receivable is discontinued if the loan is 90 days past due based on the contractual terms of the loan unless the loan is adequately secured and in process of collection. In general, loans are placed on non-accrual status or charged off at an earlier date if collection of principal or interest is considered doubtful. Interest on these loans is accounted for on a cash basis until qualifying for return to accrual status. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value of investments is determined based on a fair value hierarchy that prioritizes the use of observable inputs over the use of unobservable inputs and requires the use of observable inputs when available. (See Note 12 of the Notes to Consolidated Financial Statements.)

Realized gains or losses represent the difference between the cost of securities sold and the proceeds realized upon sale and are recorded at the trade date. The Company uses primarily the first-in, first-out method to determine the cost of securities sold.

For available for sale securities in an unrealized loss position where the Company intends to sell, or it is more likely than not that it will be required to sell the security before recovery in value, the amortized cost basis is written down to fair value through net investment gains. For available for sale securities in an unrealized loss position where the Company does not intend to sell, or it is more likely than not that it will not be required to sell the security before recovery in value, the Company evaluates whether the decline in fair value has resulted from credit losses or all other factors (non-credit factors). In making this assessment, the Company considers the extent to which fair value is less than amortized cost, changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, an allowance for expected credit losses is recorded for the credit loss through net investment gains, limited by the amount that the fair value is less than the amortized cost basis. The allowance is adjusted for any change in expected credit losses and subsequent recoveries through net investment gains. The impairment related to non-credit factors is recognized in comprehensive income (loss).

For financial assets carried at amortized cost, which includes held to maturity securities and loans receivable, the Company estimates an allowance for expected credit losses based on relevant information about past events, including historical loss experience, current conditions and forecasts that affect the expected collectability of the amortized cost of the financial asset. The allowance for expected credit losses is presented as a reduction to amortized cost of the financial asset in the consolidated balance sheet and changes to the estimate for expected credit losses are recognized through net investment gains.

7074

term assumptions linearly over 5 years beyond the forecast period. The long-term assumptions are based on the historical averages.

The Company reports accrued investment income separately from fixed maturity securities, and has elected not to measure an allowance for expected credit losses for accrued investment income. Accrued investment income is written off through net investment income at the time the issuer of the bond defaults or is expected to default on payments.

Real estate held for investment purposes is initially recorded at the purchase price, which is generally fair value, and is subsequently reported at cost less accumulated depreciation. Real estate taxes, interest and other costs incurred during development and construction are capitalized. Buildings are depreciated on a straight-line basis over the estimated useful lives of the building. Minimum rental income is recognized on a straight-line basis over the lease term. Income and expenses from real estate are reported as net investment income. The carrying value of real estate is reviewed for impairment and an impairment loss is recognized if the estimated undiscounted cash flows from the use and disposition of the property are less than the carrying value of the property.

(E) Per share data

The Company presents both basic and diluted net income per share (“EPS”) amounts. Basic EPS is calculated by dividing net income by weighted average number of common shares outstanding during the year (including 17,~~659~~378,~~297~~810 common shares held in a grantor trust). The common shares held in the grantor trust are designated for delivery upon the settlement of ~~vested but mandatorily deferred~~ restricted stock units ("RSUs") that are vested but mandatorily deferred. ~~Shares~~Accordingly, ~~held~~such byshares ~~the~~deliverable ~~grantor~~under ~~trust~~vested RSUs do not affect diluted shares outstanding since the shares ~~deliverable~~are ~~under vested RSUs were~~ already included in ~~diluted~~basic shares outstanding (which includes the shares in the grantor trust referenced above). Diluted EPS is based upon the weighted average number of basic and common equivalent shares outstanding during the ~~year~~period and is calculated using the treasury stock method for stock incentive plans. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect.

(F) Deferred policy acquisition costs

Acquisition costs associated with the successful acquisition of new and renewed insurance and reinsurance contracts are deferred and amortized ratably over the terms of the related contracts. Ceding commissions received on reinsurance contracts are netted against acquisition costs and are recognized ratably over the life of the contract. Deferred policy acquisition costs are presented net of unearned ceding commissions. Deferred policy acquisition costs are comprised primarily of commissions, as well as employment-related underwriting costs and premium taxes. Deferred policy acquisition costs are reviewed to determine if they are recoverable from future income and, if not, are charged to expense. The recoverability of deferred policy acquisition costs is evaluated separately by each of our ~~operating units~~businesses. Future investment income is taken into account in measuring the recoverability of deferred policy acquisition costs.

(G) Reserves for losses and loss expenses

Reserves for losses and loss expenses are an accumulation of amounts determined on the basis of (1) evaluation of claims for business written directly by the Company; (2) estimates received from other companies for reinsurance assumed by the Company; and (3) estimates for losses incurred but not reported (based on Company and industry experience). These estimates are periodically reviewed and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments are reflected in the statements of income in the period in which they are determined. The Company discounts its reserves for excess and assumed workers' compensation claims using a risk-free or statutory rate. (See Note 13 of Notes to Consolidated Financial Statements.)

(H) Reinsurance ceded

The unearned portion of premiums ceded to reinsurers is reported as prepaid reinsurance premiums and earned ratably over the policy term. The estimated amounts of reinsurance recoverable on unpaid losses are reported as due from reinsurers. To the extent any reinsurer does not meet its obligations under reinsurance agreements, the Company must discharge its liability. Amounts due from reinsurers are reflected net of funds held where the right of offset is present. The Company has provided an allowance for expected credit losses for estimated uncollectible reinsurance. The allowance is estimated based on the composition of the recoverable balance, considering reinsurer credit ratings, collateral received from financial institutions and funds withheld arrangements, length of collection periods, probability of default methodology, and specific identification of collectability concerns. Changes in the allowance are reported within losses and loss expenses.

(I) Deposit accounting

71Contracts that do not meet the risk transfer requirements of GAAP are accounted for using the deposit accounting method. Under this method, an asset or liability is recognized at the inception of the contract based on consideration paid or received. The amount of the deposit asset or liability is adjusted at subsequent reporting dates using the interest method with a corresponding credit or charge to interest income or expense. Deposit liabilities for assumed reinsurance contracts were $28 million and $29 million at December 31, 2025 and 2024, respectively.

Contracts that do not meet the risk transfer requirements of GAAP are accounted for using the deposit accounting method. Under this method, an asset or liability is recognized at the inception of the contract based on consideration paid or received. The amount of the deposit asset or liability is adjusted at subsequent reporting dates using the interest method with a corresponding credit or charge to interest income or expense. Deposit liabilities for assumed reinsurance contracts were $29 million and $31 million at December 31, 2024 and 2023, respectively.

(J) Federal and foreign income taxes

The Company files a consolidated income tax return in the U.S. and foreign tax returns in countries where it has overseas operations. The Company's method of accounting for income taxes is the asset and liability method. Under this method, deferred tax assets and liabilities are measured using tax rates currently in effect or expected to apply in the years in which those temporary differences are expected to reverse. Interest and penalties, if any, are reported as income tax expense. The Company believes there are no uncertain tax positions that would require disclosure under GAAP. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will not be realized.

(K) Foreign currency

Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity's functional currency) are reported on the statements of income as other operating costs and expenses. Unrealized gains or losses resulting from translating the results of non-U.S. dollar denominated operations are reported in accumulated other comprehensive income. Revenues and expenses denominated in currencies other than U.S. dollars are generally translated at the weighted average exchange rate during the year. Assets and liabilities are translated at the rate of exchange in effect at the balance sheet date.

(L) Property, furniture and equipment

Property, furniture and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the estimated useful lives of the respective assets. Depreciation expense was $5554 million, $5155 million and $5251 million for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

(M) Comprehensive income

Comprehensive income encompasses all changes in stockholders' equity (except those arising from transactions with stockholders) and includes net income, net unrealized holding gains or losses on available for sale securities and unrealized foreign currency translation adjustments.

(N) Goodwill and other intangible assets

Goodwill and other intangible assets are tested for impairment on an annual basis and at interim periods where circumstances require. The Company's impairment test as of December 31, ~~2024~~2025 indicated that there were no material impairment losses related to goodwill and other intangible assets. Intangible assets of $9786 million and $~~119~~97 million are included in other assets as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

(O) Restricted stock units

The costs resulting from all share-based payment transactions with employees are recognized in the consolidated financial statements using a fair-value-based measurement method. Compensation cost is recognized for financial reporting purposes over the period in which the employee is required to provide service in exchange for the award (generally the vesting period).

(P) Statements of cash flows

Interest payments were $~~138~~126 million, $~~114~~138 million and $~~138~~114 million in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. Income taxes paid were $407 million (including $340 million to the United States, $40 million to Australia and $27 million to other jurisdictions), $410 million (including $361 million to the United States, $~~332~~25 million to Australia and $24 million to other jurisdictions) and $~~295~~332 million (including $296 million to the United States, $18 million to Australia and $18 million to other jurisdictions) in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. Other non-cash items include unrealized investment gains and losses. (See Note 10 of Notes to Consolidated Financial Statements.)

(Q) Recent accounting pronouncements

Recently adopted accounting pronouncements:

72In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (Topic 740), to enhance the transparency and usefulness of income tax disclosures. The guidance requires additional disclosures primarily related to the rate reconciliation and income taxes paid. This guidance is effective for annual periods beginning after December 15, 2024. The Company adopted this guidance prospectively for the year ended December 31, 2025.

InAll ~~November~~other ~~2023,~~accounting ~~the Financial Accounting Standards Board issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which enhances current segment disclosures~~ and ~~requires~~reporting ~~additional~~standards ~~disclosures~~that ofbecame ~~significant~~effective ~~segment~~in ~~expenses.~~2025 ~~When~~were ~~applying~~either ~~this~~not ~~disclosure~~applicable ~~requirement, an entity identifies the significant expenses for each reportable segment that are regularly provided~~ to ~~its chief operating decision maker and included in~~ the ~~reported~~Company ~~measures of a segment’s profit~~ or ~~loss.~~their ~~The~~adoption ~~guidance~~did ~~was~~not ~~effective~~have ~~for~~a ~~public~~material ~~business~~impact ~~entities~~on ~~for annual reporting periods beginning after December 15, 2023, and interim reporting periods beginning after December 15, 2024. The Company adopted this guidance for~~ the ~~year ended December 31, 2024~~Company.

Accounting and reporting standards that are not yet effective:

~~All~~In ~~recently~~November 2024, the Financial Accounting Standards Board issued ~~but~~Accounting ~~not~~Standards ~~yet~~Update 2024-03, Disaggregation of Income Statement Expenses, addressing investor requests for more transparent information. The guidance requires disclosure of specified information about certain costs and expenses in the notes to the financial statements. The guidance is effective ~~accounting~~for annual periods beginning after December 15, 2026, and interim reporting ~~standards~~periods ~~are~~beginning ~~either~~after ~~not~~December ~~applicable~~15, to2027. ~~the~~Prospective application is required, with retrospective application permitted. The Company orwill ~~are~~adopt ~~not~~this ~~expected~~guidance tofor ~~have~~the ayear ~~material~~ended December 31, 2027 and resulting impact onwill ~~the~~be ~~Company~~disclosure only.

73All other recently issued but not yet effective accounting and reporting standards are either not applicable to the Company or are not expected to have a material impact on the Company.

(2) Consolidated Statements of Comprehensive Income

The following tables present the components of the changes in accumulated other comprehensive income (loss) (AOCI) as of and for the years ended December 31, ~~2024~~2025 and ~~2023~~2024:

(In thousands)
December 31, 2024	Unrealized Investment Gains (Losses)			Currency Translation Adjustments		Accumulated Other Comprehensive Income (Loss)
December 31, 2025	Unrealized Investment Gains (Losses)			Currency Translation Adjustments		Accumulated Other Comprehensive Income (Loss)
Changes in AOCI
Beginning of period	$	(~~586~~517,~~354~~170)		$	(~~339~~417,~~484~~099)	$	(~~925~~934,~~838~~269)
Other comprehensive income (loss) before reclassifications	(26,128)			(77,615)		(103,743)
Other comprehensive income before reclassifications	344,083			90,682		434,765
Amounts reclassified from AOCI	9548,~~310~~408			—		9548,~~310~~408
Other comprehensive income (loss)	69,182			(77,615)		(8,433)
Other comprehensive income	392,491			90,682		483,173
Unrealized investment gain related to noncontrolling interest	2			—		2
Unrealized investment loss related to noncontrolling interest	(1)			—		(1)
Ending balance	$	(~~517~~124,~~170~~680)		$	(~~417~~326,~~099~~417)	$	(~~934~~451,~~269~~097)
Amounts reclassified from AOCI
Pre-tax	$	~~120~~61,~~646~~276	(1)	$	—	$	~~120~~61,~~646~~276
Tax effect	(2512,~~336~~868)		(2)	—		(2512,~~336~~868)
After-tax amounts reclassified	$	9548,~~310~~408		$	—	$	9548,~~310~~408
Other comprehensive income (loss)
Other comprehensive income
Pre-tax	$	84497,~~474~~765		$	~~(77~~90,~~615)~~682	$	6588,~~859~~447
Tax effect	(15105,~~292~~274)			—		(15105,~~292~~274)
Other comprehensive income (loss)	$	69,182		$	(77,615)	$	(8,433)
Other comprehensive income	$	392,491		$	90,682	$	483,173

(In thousands)
December 31, 2023	Unrealized Investment Gains (Losses)			Currency Translation Adjustments		Accumulated Other Comprehensive Income (Loss)
December 31, 2024	Unrealized Investment Gains (Losses)			Currency Translation Adjustments		Accumulated Other Comprehensive Income (Loss)
Changes in AOCI
Beginning of period	$	(~~892~~586,~~905~~354)		$	(~~371~~339,~~676~~484)	$	(1925,~~264,581~~838)
Other comprehensive income before reclassifications	252,782			32,192		284,974
Other comprehensive loss before reclassifications	(26,128)			(77,615)		(103,743)
Amounts reclassified from AOCI	5395,~~771~~310			—		5395,~~771~~310
Other comprehensive income	306,553			32,192		338,745
Other comprehensive income (loss)	69,182			(77,615)		(8,433)
Unrealized investment loss related to non-controlling interest	(2)			—		(2)
Unrealized investment income related to non-controlling interest	2			—		2
Ending balance	$	(~~586~~517,~~354~~170)		$	(~~339~~417,~~484~~099)	$	(~~925~~934,~~838~~269)
Amounts reclassified from AOCI
Pre-tax	$	68120,~~065~~646	(1)	$	—	$	68120,~~065~~646
Tax effect	(1425,~~294~~336)		(2)	—		(1425,~~294~~336)
After-tax amounts reclassified	$	5395,~~771~~310		$	—	$	5395,~~771~~310
Other comprehensive income
Other comprehensive income (loss)
Pre-tax	$	~~392~~84,~~903~~474		$	32(77,~~192~~615)	$	~~425~~6,~~095~~859
Tax effect	(8615,~~350~~292)			—		(8615,~~350~~292)
Other comprehensive income	$	306,553		$	32,192	$	338,745
Other comprehensive income (loss)	$	69,182		$	(77,615)	$	(8,433)

_______________

(1) Net investment gains in the consolidated statements of income.

(2) Income tax expense in the consolidated statements of income.

7478

(3) Investments in Fixed Maturity Securities

At December 31, ~~2024~~2025 and ~~2023~~2024, investments in fixed maturity securities were as follows:


(In thousands)	Amortized Cost		Allowance for Expected Credit Losses (1)		Gross Unrealized				Fair Value		Carrying Value
					Gains		Losses
December 31, 2025
Held to maturity:
State and municipal	$	28,777	$	(9)	$	796	$	—	$	29,564	$	28,768
Residential mortgage-backed	1,838		—		76		—		1,914		1,838

Total held to maturity	30,615		(9)		872		—		31,478		30,606
Available for sale:
U.S. government and government agency	3,964,375		—		48,820		(15,157)		3,998,038		3,998,038
State and municipal:
Special revenue	1,206,387		—		6,002		(27,943)		1,184,446		1,184,446
State general obligation	203,543		—		3,465		(3,848)		203,160		203,160
Pre-refunded	74,276		—		619		(111)		74,784		74,784
Corporate backed	159,876		—		1,958		(3,459)		158,375		158,375
Local general obligation	218,022		—		1,459		(3,052)		216,429		216,429
Total state and municipal	1,862,104		—		13,503		(38,413)		1,837,194		1,837,194
Mortgage-backed securities:
Residential	4,584,970		(65)		71,048		(132,645)		4,523,308		4,523,308
Commercial	281,573		—		3,632		(35)		285,170		285,170
Total mortgage-backed securities	4,866,543		(65)		74,680		(132,680)		4,808,478		4,808,478
Asset-backed securities	3,807,393		—		20,196		(17,243)		3,810,346		3,810,346
Corporate:
Industrial	3,627,567		—		57,466		(36,499)		3,648,534		3,648,534
Financial	3,438,348		—		61,180		(16,460)		3,483,068		3,483,068
Utilities	1,300,506		—		22,593		(8,878)		1,314,221		1,314,221
Other	240,374		—		2,356		(1,142)		241,588		241,588
Total corporate

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