UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~October~~November 2820, 2025 (~~October~~November 2617, 2025)

Everest Group, Ltd.

(Exact name of registrant as specified in its charter)


Bermuda	1-15731	98-0365432

(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Seon Place – 4th Floor 141 Front Street PO Box HM 845 Hamilton, Bermuda		HM 19

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 441-295-0006


Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Class

Trading Symbol(s)

Name of Exchange where registered

Common Shares, $0.01 par value

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 12(a) of the Exchange Act. ☐

ITEM 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OnAppointment October 26, 2025, Everest Group, Ltd. (“Everest”) entered into a Master Transaction Agreement (the “ROW Master Transaction Agreement”), between Everest and American International Group, Inc. (“Buyer”), pursuant to which Everest agreed to cause (i) Everest International Reinsurance, Ltd., a Bermuda insurance company and a direct subsidiary of ~~the~~New ~~Company~~Executive ~~(“Everest~~Vice ~~International”),~~President ~~to sell to Buyer the renewal rights in respect of certain lines of commercial property~~ and ~~casualty~~Chief ~~insurance~~Financial ~~business~~Officer ~~written~~- byElias the Australia and Singapore branches of Everest International, (ii) Everest Insurance (Ireland) dac, an Irish insurance company and an indirect subsidiary of the Company (“Everest Ireland”), to sell to Buyer, the renewal rights in respect of certain lines of commercial property and casualty insurance business written by the UK branch of Everest Ireland in the United Kingdom and (iii) Everest National Insurance Company, Everest Indemnity Insurance Company, Everest Security Insurance Company, Everest Premier Insurance Company and Everest Denali Insurance Company, each a Delaware insurance company and a direct subsidiary of Everest Reinsurance Company, Everest International Assurance, Ltd., a Bermuda insurance company and a direct subsidiary of Everest Reinsurance Company and Everest Reinsurance Company, a Delaware reinsurance company and a direct subsidiary of Everest Reinsurance Holdings, Inc. (collectively, the “U.S. Business Sellers,” and together with the UK branch of Everest Ireland and the Australia and Singapore branches of Everest International, the “Everest Sellers”), to sell to Buyer, the renewal rights in respect of certain lines of commercial property and casualty insurance business written by the U.S. Business Sellers through certain distribution channels, subject to certain exclusions as set forth in the Master Transaction Agreement, for an aggregate purchase price of $252 million. In addition, pursuant to the ROW Master Transaction Agreement, Buyer has agreed to pay the Everest Sellers $30 million for originating and structuring the transaction and to reimburse the Everest Sellers for certain expenses, including the retention and continued employment of employees to support the issuance of renewed policies. The closing of the transaction pursuant to the ROW Master Transaction Agreement occurred on October 26, 2025.Habayeb

InOn ~~addition,~~November ~~on October 26~~20, 2025, Everest ~~entered~~Group, ~~into~~Ltd. ~~a Master Transaction Agreement~~ (the ~~“EU~~"Company") ~~Master~~announced ~~Transaction~~that ~~Agreement,”~~Elias ~~and~~Habayeb ~~together~~will ~~with~~join the ~~ROW~~Company ~~Master~~as ~~Transaction~~Executive ~~Agreement,~~Vice ~~the~~President ~~“Master Transaction Agreements”), between Everest~~ and ~~Buyer,~~Group ~~pursuant~~Chief toFinancial ~~which Everest agreed to cause Everest Ireland to sell to Buyer~~Officer, ~~the~~effective ~~renewal~~on ~~rights~~or inabout ~~respect~~May ~~of certain lines of commercial property and casualty insurance business written by Everest Ireland in certain countries in the European Union~~1, ~~for~~2026 ~~an aggregate purchase price of $49 million. The closing of~~ (the ~~transaction~~"Commencement ~~pursuant to the EU Master Transaction Agreement is subject to the receipt of antitrust approvals from the European Commission and other customary closing conditions~~Date").

~~The~~Mr. ~~purchase~~Habayeb, ~~price~~age ~~under~~53, ~~each~~has ofserved ~~the~~as ~~Master~~Executive ~~Transaction~~Vice ~~Agreements~~President isand ~~subject~~Chief toFinancial ~~adjustment~~Officer ~~such~~of ~~that~~Corebridge ~~the~~Financial ~~final~~("Corebridge"), ~~purchase~~a ~~price~~provider ~~will~~of beretirement ~~equal~~solutions toand ~~15%~~insurance ofproducts, ~~the~~since ~~actual~~September ~~premiums~~2022. Prior ~~written~~to ~~for~~his ~~the~~tenure ~~period~~at ~~beginning~~Corebridge, ~~January~~he 1,served ~~2025~~in tovarious ~~and~~senior ~~including~~roles ~~December~~at 31American International Group ("AIG"), ~~2025~~a leading global insurance organization, including ~~premiums~~Chief onFinancial ~~renewed~~Officer ~~policies~~of ~~between~~the ~~November~~Life 1,& ~~2025~~Retirement ~~and~~business, ~~December~~Chief ~~31,~~Financial ~~2025. Under~~Officer of the ~~Master~~General ~~Transaction~~Insurance ~~Agreements,~~business ~~the~~and ~~Buyer~~AIG's ~~has~~Deputy ~~also~~Chief ~~agreed~~Financial toOfficer ~~pay~~and ~~the~~Chief ~~Everest~~Accounting ~~Sellers~~Officer astarting ~~total~~in 2015. His previous roles included Chief Financial Officer of ~~$10~~International ~~million~~Lease ~~per~~Finance ~~month~~Corporation ~~for~~and ~~nine~~as ~~months~~a ~~for~~partner ~~specified~~at ~~transition~~Deloitte ~~services~~& Touche LLP.

In connection with ~~the~~Mr. ~~Master~~Habayeb's ~~Transaction Agreements~~appointment, the ~~Everest~~Company ~~Sellers~~and ~~has~~Mr. orHabayeb ~~will~~entered ~~enter~~ into ~~applicable~~an ~~renewal~~employment ~~rights~~agreement ~~agreements~~ (the ~~“Renewal~~"Employment ~~Rights Agreements”~~Agreement"). Pursuant to the Employment Agreement, ~~pursuant~~Mr. toHabayeb ~~which~~will receive an annual base salary (the ~~Everest~~"Base ~~Sellers~~Salary") ~~have~~of or$910,000. He will ~~sell~~be eligible to ~~Buyer~~participate ~~all~~in ~~rights,~~(i) ~~title~~the ~~and~~Company's ~~interest~~annual ofincentive ~~the~~bonus ~~Everest~~program ~~Sellers~~with toa ~~renew~~target annual incentive bonus value of 175% of Base Salary, and~~/or~~ ~~replace~~(ii) the ~~insurance~~Company's ~~policies~~2020 ~~comprising~~Stock ~~their~~Incentive ~~respective~~plan ~~in-scope~~with ~~business~~a ~~lines~~target atvalue ~~the~~for ~~end~~equity compensation of ~~their~~275% ~~respective~~of ~~policy~~Base ~~periods~~Salary.

~~Pursuant~~Under to the ~~ROW~~Employment ~~Master Transaction~~ Agreement, ifMr. Habayeb will receive certain sign-on cash payments (the ~~gross~~"Sign-On ~~written~~Cash ~~premium~~Awards"). In ~~paid~~recognition ~~and~~of ~~payable~~his forfeiture of Corebridge equity grants scheduled to ~~Buyer~~vest in ~~respect~~2027, tohe ~~the~~will ~~Aggregate~~receive ~~Renewed~~a ~~Premiums~~cash ~~(as~~payment ~~defined~~of in$500,000 within thirty days of the ~~ROW~~first ~~Master~~anniversary ~~Transaction~~of ~~Agreement)~~the ~~are~~Commencement ~~less~~Date. Additionally, ~~than~~Mr. ~~80%~~Habayeb will receive a cash payment of ~~the~~$1.5 ~~aggregate~~million ~~premiums~~as compensation for the ~~period~~anticipated ~~beginning~~forfeiture ~~January~~of 1,equity ~~2025~~grants scheduled to vest in 2026 (the "2026 Vesting Replacement") and ~~including~~$1.3 ~~December~~million ~~31,~~as ~~2025,~~compensation ~~including~~for ~~premiums~~potential onforfeiture ~~renewed~~of ~~policies~~a ~~between~~bonus ~~November~~award 1,in 2026 (the "2025 ~~and~~Bonus ~~December~~Replacement"). The ~~31,~~2026 Vesting Replacement and 2025, ~~Everest~~Bonus Replacement will ~~reimburse~~be apaid ~~portion~~within sixty days of the ~~aggregate~~Commencement ~~purchase~~Date ~~price~~(subject ~~under~~to non-payment or clawback in the ~~ROW~~event ~~Master~~that ~~Transaction~~Mr. ~~Agreement~~Habayeb receives related equity or bonus payments of equal or greater value from Corebridge). The Sign-On Cash Awards will be subject to ~~Buyer~~forfeit ~~depending~~or onrepayment ~~the~~upon ~~relative~~resignation ~~percentage~~or notice of ~~such~~resignation ~~2025~~without ~~premiums,~~good ~~which~~reason ~~amount~~or ~~shall~~termination ~~not~~for ~~exceed~~cause ~~$70~~within ~~million.~~two years of the Commencement Date.

~~The~~Subject ~~descriptions~~to ofapproval by the ~~ROW~~Compensation ~~Master~~Committee ~~Transaction~~of ~~Agreement~~the Company's Board and Mr. Habayeb starting his new role on the EUCommencement ~~Master~~Date, ~~Transaction~~he ~~Agreement~~will ~~are~~receive ~~qualified~~(i) ina ~~their~~one-time ~~entirety~~sign-on byretention ~~reference~~grant toof ~~the~~restricted ~~full~~stock ~~text~~units ("RSUs") with a target value of $4.9 million with the same vesting and other terms applicable ~~agreement~~to the RSU grants made to the Company's named executive officers in 2025, ~~which~~and (ii) a one-time grant of RSUs with a target value of $2.5 million with the same vesting and other terms that will be ~~filed~~applicable ~~with~~to ~~Everest’~~the RSUs to be awarded to the Company's ~~Annual~~named ~~Report~~executive onofficers ~~Form~~in ~~10-K~~2026.

OnMr. ~~October~~Habayeb ~~27,~~will ~~2025,~~be ~~the~~eligible ~~Company~~to ~~issued~~participate ~~a press release regarding~~ the ~~transaction,~~employer ~~which~~benefit isplans ~~furnished~~and ~~herewith~~retirement asplans ~~Exhibit~~available ~~99.1~~to ~~and~~the isCompany's ~~incorporated~~senior ~~by reference herein~~executives.

Departure of Executive Vice President and Chief Financial Officer - Mark Kociancic

In connection with the foregoing, after the Company's first quarter 2026 reporting cycle is completed, Mark Kociancic will retire from his position as the Company's Executive Vice President and Chief Financial Officer. He will remain with the Company as a special advisor through a transition period.

A copy of the press release issued by the Company today regarding the above events is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits
	Exhibit No.	Description
	99.1	~~Press~~News Release of the Company, dated ~~October~~November 2720, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EVEREST GROUP, LTD. By: /s/ ROBERT J. FREILING Robert J. Freiling Senior Vice President and Chief Accounting Officer

Dated: ~~October~~November 2820, 2025

EXHIBIT INDEX

ExhibitNumber						Description of Document
99.1						~~Press~~News Release of the Company, dated ~~October~~November 2720, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filing Compare · EVEREST GROUP, LTD.