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WRB · W. R. Berkley

253 filings

8-K

WRB 8-K Current Reports

W. R. Berkley - 253 current reports

Filing record · 2016–202610-K1110-Q338-K96

WRB filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 96 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Mar ’18Mar ’18
  2. Leadership change8-K · Dec ’20Dec ’20
  3. Leadership change8-K · Dec ’22Dec ’22
  4. FY2024 annual report10-K · Feb ’25Feb ’25
Showing 1-50 of 253 filings
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Oct 19, 2026)

W. R. Berkley Corporation filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release, dated October 19, 2026, announcing results for the third quarter of 2026. The Company reported net income to common stockholders of $446.0 million, or $1.14 per diluted share, for the quarter, compared with $511.0 million, or $1.28 per diluted share, a year earlier. Operating income, a non-GAAP measure that excludes after-tax net investment gains (losses) and after-tax net foreign currency gains (losses), was $456.5 million, or $1.17 per diluted share, versus $440.2 million, or $1.10 per diluted share. Return on equity was 18.4% and operating return on equity was 18.8% for the quarter. Underwriting performance was strong. The Insurance segment's pre-tax income rose to $523.4 million for the quarter, and the company cited pre-tax underwriting income for the Insurance segment growth of 10.6%, to $237.7 million. The consolidated GAAP combined ratio was 90.8%, compared with 90.9% a year earlier. The Reinsurance & Monoline Excess segment's GAAP combined ratio rose to 83.4% from 81.1%, and its pre-tax income declined to $133.3 million from $144.0 million. Average rate increases excluding workers' compensation were approximately 4.0%. Net investment income grew to $383.5 million, from $351.2 million, driven by a 12.0% increase in the core portfolio. On the balance sheet, book value per share was $25.87 at September 30, 2026, up from $25.72 at December 31, 2025. Year to date, the Company returned $728.6 million to shareholders, including $435.1 million of share repurchases, and reported unrealized investment losses of $928 million after tax within stockholders' equity. The release also notes that results are subject to the forward-looking risks described in the Company's SEC filings.

Oct 19, 2026
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jul 20, 2026)

W. R. Berkley Corporation reported second quarter 2026 results in a press release (Exhibit 99.1) dated July 20, 2026. Gross premiums written grew to a record $4.14 billion, up from $3.98 billion a year earlier, and net premiums written were $3.43 billion versus $3.35 billion. Net income to common stockholders was $452.3 million, or $1.15 per diluted share, compared with $401.3 million, or $1.00 per diluted share, in the second quarter of 2025. Operating income was $497.1 million, or $1.27 per diluted share, versus $420.5 million, or $1.05, a year earlier. The company reported a return on equity of 18.6% and an operating return on equity of 20.5%. Underwriting performance was strong. The GAAP combined ratio was 90.0% for the quarter, compared with 91.6% a year earlier, and the Insurance segment's combined ratio was 91.4%, while Reinsurance & Monoline Excess improved to 79.3% from 87.4%. Net investment income reached a record $418.7 million, and the fixed-maturity portfolio carried an average rating of AA- and a duration of 3.2 years. Management highlighted disciplined cycle management and continued opportunities in select liability lines. The company returned $334.1 million to shareholders in the quarter, including $185.5 million of special dividends, $111.5 million of share repurchases and $37.1 million of regular dividends. Book value per share rose to $26.50 at June 30, 2026 from $25.72 at December 31, 2025. The filing is an earnings announcement and includes no new guidance beyond the forward-looking statements cautionary language.

Jul 20, 2026
8-K
Leadership Changes

W. R. Berkley 8-K Report, Executive Changes (Jun 26, 2026)

W. R. Berkley Corporation filed this Current Report on Form 8-K dated June 26, 2026, under Item 5.02, which covers departures of certain officers and compensatory arrangements. The filing discloses that Lucille Sgaglione has informed the company she will resign as Executive Vice President, effective June 30, 2026. Following her resignation as an executive officer, Ms. Sgaglione will continue to serve the company on a part-time basis as Senior Advisor. Her compensation will be adjusted to reflect the new role. The filing states that her outstanding long-term incentive awards will be treated in accordance with the terms of the applicable award agreements. The filing is limited to this executive transition. It does not report financial results, guidance, or any figures beyond the effective date, so it carries no direct financial information for investors. The filing was signed by Richard M. Baio, Executive Vice President and Chief Financial Officer.

Jun 26, 2026
8-K
Material AgreementsFinancial EventsExhibits & Filings

W. R. Berkley 8-K Report, Material Agreement (Jun 11, 2026)

W. R. Berkley Corporation entered into a First Amendment, dated June 9, 2026, to its Credit Agreement originally dated April 1, 2022. The Amendment, among other things, extends the maturity date of the revolving credit facility from April 1, 2027 to June 9, 2031, subject to the terms and conditions of the Credit Agreement. Bank of America, N.A. serves as Administrative Agent, Several L/C Agent and Fronting L/C Issuer, and M&T Bank, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. serve as Syndication Agents. The filing is limited to this credit facility amendment and is reported under Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation). The Company is filing the full text of the Amendment as Exhibit 10.1, with certain schedules omitted under Item 601(a)(5) of Regulation S-K, which the Company undertakes to furnish to the SEC upon request. For investors, the key takeaway is the extension of the revolving credit facility's maturity by more than four years, which pushes the facility's expiration well beyond its prior April 2027 date. The filing does not state the facility size, pricing, or other amended terms beyond the maturity extension.

Jun 11, 2026
8-K
Other EventsExhibits & Filings

W. R. Berkley 8-K Report, Corporate Update (Jun 10, 2026)

W. R. Berkley Corporation filed this Form 8-K to report that its founder and Executive Chairman, William R. Berkley, passed away on June 9, 2026, at the age of 80. The company issued a press release on that date announcing his passing, attached as Exhibit 99.1. The press release describes him as having founded the Company in 1967 and built it over nearly six decades into a Fortune 500 company and one of the world's leading commercial insurance organizations. In connection with his passing, the Board of Directors appointed W. Robert Berkley, Jr., the Company's President and Chief Executive Officer, as Chairman. The press release states that the appointment is effective immediately. The filing does not disclose any change to Mr. Berkley, Jr.'s role as CEO or any other financial or operational changes. For investors, the filing is primarily a governance and leadership update: the company's founder is no longer serving as Executive Chairman, and the CEO now also holds the Chairman title. The filing contains no financial results, guidance, or quantitative figures.

Jun 10, 2026
8-K
Shareholder Matters

W. R. Berkley 8-K Report, Shareholder Vote Results (Jun 5, 2026)

W. R. Berkley Corporation held its Annual Meeting of Stockholders on June 3, 2026, and reported the final results of three matters submitted to a vote. Stockholders elected five directors: María Luisa Ferré, Daniel L. Mosley and Robert A. Rusbuldt for terms expiring at the 2029 annual meeting, W. Robert Berkley, Jr. for a term expiring at the 2028 annual meeting, and Andrew J. Carrier for a term expiring at the 2027 annual meeting. Each nominee received more votes For than Against or Abstain. Stockholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers (the say-on-pay vote), with 339,651,297 votes For, 5,149,752 Against, 2,682,715 Abstain and 21,517,695 broker non-votes. The appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, with 355,949,139 votes For, 12,941,192 Against and 111,128 Abstain. The filing reports governance outcomes only. It contains no financial results, guidance or other operating information.

Jun 5, 2026
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Apr 21, 2026)

W. R. Berkley Corporation reported first quarter 2026 results in a press release dated April 21, 2026, furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. The company reported a return on equity of 21.2%, net income to common stockholders of $515.2 million (up from $417.6 million in the prior-year quarter), and a record operating income of $514.3 million. Net income per diluted share was $1.31, compared with $1.04 a year earlier. Underwriting results were stable. The consolidated GAAP combined ratio was 90.7%, and the current accident year combined ratio before catastrophe losses was 88.3%. Gross premiums written rose to $3.79 billion from $3.68 billion, and net investment income grew 12.2% to a record $404.3 million. Average rate increases excluding workers' compensation were approximately 7.2%. The Reinsurance & Monoline Excess segment's GAAP combined ratio improved to 78.6% from 85.4%, while the Insurance segment's rose to 92.2% from 91.7%. The company returned $336.1 million to shareholders in the quarter, including $302.4 million of share repurchases (about 4.5 million shares) and $33.7 million of regular dividends. Management said it remains confident in exceeding its 15% target after-tax return on equity for the foreseeable future. Book value per share rose to $26.13 from $25.72 at year-end 2025. Unrealized investment losses and currency translation losses in equity were $270 million and $331 million, respectively, at March 31, 2026.

Apr 21, 2026
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jan 26, 2026)

W. R. Berkley Corporation reported its fourth quarter and full year 2025 results in a press release dated January 26, 2026, furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. For the fourth quarter, net income to common stockholders was $449.5 million ($1.13 per diluted share), compared with $576.1 million ($1.44 per diluted share) a year earlier, while operating income rose to $449.6 million ($1.13 per diluted share) from $410.4 million. Fourth-quarter return on equity was 21.4%, record pre-tax underwriting income grew 14.9% to $338 million, and the reported combined ratio was 89.4%. Gross premiums written were $3.61 billion and net premiums written were $3.00 billion in the quarter. For the full year 2025, net income to common stockholders was $1.78 billion ($4.45 per diluted share) and operating income was $1.73 billion ($4.33 per diluted share), both described as records. Gross premiums written reached $15.1 billion and net premiums written $12.7 billion, both records. Net investment income grew 7.2% to a record $1.43 billion, the full-year combined ratio was 90.7%, and return on equity was 21.2%. Book value per share was $25.72 at December 31, 2025, up from $22.09, and the company returned $970.5 million to shareholders in 2025 through special dividends, share repurchases and regular dividends. Management stated it expects margins to remain excellent in 2026, with select areas of opportunity persisting, and reaffirmed its confidence in exceeding a 15% after-tax return on beginning equity. The company also noted that it will continue to return excess capital in a disciplined manner. The filing includes forward-looking statement cautions covering industry cyclicality, catastrophe losses, reserve estimation, investment risks and other factors.

Jan 26, 2026
8-K
Other EventsExhibits & Filings

W. R. Berkley 8-K Report, Corporate Update (Dec 5, 2025)

On December 5, 2025, W. R. Berkley Corporation (NYSE: WRB) reported in an Item 8.01 Other Events filing that it has been informed by representatives of Mitsui Sumitomo Insurance Co., Ltd. ("MSI") that MSI has acquired beneficial ownership of at least 12.5% of the Company's outstanding common stock. The shares were acquired pursuant to MSI's previously announced agreements with a company owned by members of the Berkley family and trusts for their benefit. According to the press release (Exhibit 99.1), none of MSI's shares were purchased from the Berkley Family or the Company. Under the agreements, MSI's shares will be voted according to the recommendations of the Berkley Family, except in limited circumstances where they will be voted in the same proportion as all non-MSI shares. The Company has been informed that MSI expects to complete its investment under the agreements with the Berkley Family in the first quarter of 2026. The full terms of the agreements were attached to the Company's Form 8-K filed March 28, 2025, which the Company refers readers to for complete descriptions. For investors, the key takeaway is a significant ownership stake of at least 12.5% held by a large Japanese property and casualty insurer, with voting influence that tracks the Berkley family's recommendations in most cases. The filing does not state any change in the Company's operations, management, or financial results.

Dec 5, 2025
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Oct 20, 2025)

W. R. Berkley Corporation reported third quarter 2025 results in a press release dated October 20, 2025, furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. Net income to common stockholders rose 39.8% to $511.0 million, or $1.28 per diluted share, compared with $365.6 million, or $0.91 per diluted share, in the third quarter of 2024. Operating income was $440.2 million, or $1.10 per diluted share. Return on equity was 24.3% and operating return on equity was 21.0%. Gross premiums written grew to $3.84 billion and net premiums written to $3.23 billion, and the reported combined ratio was 90.9%, including current accident year catastrophe losses of $78.5 million. Management highlighted average rate increases excluding workers' compensation of approximately 7.6%, net investment income of $351.2 million driven by a 9.4% increase in the core portfolio, and book value per share growth of 5.8% before dividends and share repurchases. Book value per share reached $25.79 at September 30, 2025, and common stockholders' equity was a record $9.8 billion. Reinsurance & Monoline Excess posted a GAAP combined ratio of 81.1% for the quarter, compared with 86.7% a year earlier, while the Insurance segment's GAAP combined ratio was 92.3%, up from 91.5%. The filing includes forward-looking statements covering industry cyclicality, catastrophe and reserve risk, investment risk, and other factors. The company also disclosed a quarterly earnings conference call on October 20, 2025 at 5:00 p.m. Eastern time, webcast on its website. Shares repurchased in the third quarter totaled 350,000 for $24.6 million, and 1,200,000 shares for $73.8 million year to date.

Oct 20, 2025
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jul 21, 2025)

W. R. Berkley Corporation reported its second quarter 2025 results in a press release dated July 21, 2025, furnished as Exhibit 99.1 to this Form 8-K. The company reported a return on equity of 19.1% and an operating return on equity of 20.0% for the quarter. Net premiums written grew to a record $3.4 billion ($3,351,439 thousand), up from $3,126,779 thousand in the prior-year quarter. Net income to common stockholders was $401.3 million, or $1.00 per diluted share, compared with $371.9 million, or $0.92 per diluted share, a year earlier. Operating income was $420.5 million, or $1.05 per diluted share. Underwriting results were mixed. The reported GAAP combined ratio was 91.6%, including current accident year catastrophe losses of $99.2 million, and the current accident year combined ratio before catastrophe losses was 88.4%. Average rate increases excluding workers' compensation were approximately 7.6%. Net investment income reached a record $379.3 million. The Reinsurance & Monoline Excess segment's GAAP combined ratio rose to 87.4% from 81.8% a year earlier, while the Insurance segment's improved to 92.1% from 92.4%. Capital position remained strong. Book value per share was $24.50 at June 30, 2025, up from $22.09 at December 31, 2024, and common stockholders' equity reached a record $9.3 billion. The company returned $223.8 million to shareholders in the quarter, consisting of $189.7 million in special dividends and $34.1 million in ordinary dividends. The company did not repurchase shares in the second quarter, though it repurchased 850,000 shares for $49.2 million in the first half of 2025.

Jul 21, 2025
8-K
Shareholder MattersExhibits & Filings

W. R. Berkley 8-K Report, Shareholder Vote Results (Jun 13, 2025)

W. R. Berkley Corporation held its Annual Meeting of Stockholders on June 11, 2025, and this 8-K reports the results of five matters voted on. Stockholders elected four directors: Ronald E. Blaylock, Mary C. Farrell, Marie A. Mattson, and Robert A. Rusbuldt. Their terms run to the 2027 meeting for Blaylock, the 2028 meeting for Farrell and Mattson, and the 2026 meeting for Rusbuldt. Each nominee received substantially more votes for than against, with Rusbuldt receiving the most support. The most significant corporate action was the approval of an amendment to the restated certificate of incorporation that increases the authorized common stock from 1,250,000,000 to 1,875,000,000 shares. The amendment received 359,000,574 votes for and 12,959,472 against. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2025, with 354,160,488 votes for and 18,064,502 against. The non-binding say-on-pay advisory vote on named executive officer compensation received 336,306,919 votes for and 10,835,813 against. A stockholder proposal regarding director election resignation governance policy was also presented. It received 34,358,174 votes for and 316,104,684 against, so stockholders voted heavily against it. The filing's exhibit list includes Exhibit 3.1, the amendment dated June 11, 2025, to the Company's Restated Certificate of Incorporation, as amended.

Jun 13, 2025
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Apr 21, 2025)

W. R. Berkley Corporation reported first quarter 2025 results in a press release dated April 21, 2025, furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. The company reported net income to common stockholders of $417.6 million, or $1.04 per diluted share, compared with $442.5 million, or $1.09 per diluted share, in the first quarter of 2024. Operating income, a non-GAAP measure excluding after-tax net investment gains and related expenses, was $404.7 million, or $1.01 per diluted share, versus $423.3 million, or $1.04 per diluted share, a year earlier. Return on equity was 19.9% and operating return on equity was 19.3%, compared with 23.7% and 22.7% in the prior-year quarter. Top-line growth was strong. Gross premiums written rose to $3.68 billion from $3.36 billion, and net premiums written reached a record $3.13 billion, up from $2.85 billion. The GAAP combined ratio was 90.9%, up from 88.8%, and the filing states that it included current accident year catastrophe losses of $111.1 million. Net investment income increased 12.6% to $360.3 million, reflecting higher new money rates and improved investment fund income. Book value per share was $23.50 at March 31, 2025, up from $22.09 at December 31, 2024, and the company repurchased 850,000 shares for $49.2 million during the quarter. The filing is a short notice that furnishes the earnings release. Its forward-looking statements cite risks including property casualty industry cyclicality, catastrophe losses, reserve development, investment market volatility, and reinsurance availability. The company also stated it would hold a quarterly conference call on April 21, 2025 at 5:00 p.m. Eastern time.

Apr 21, 2025
8-K
Other EventsExhibits & Filings

W. R. Berkley 8-K Report, Corporate Update (Mar 28, 2025)

On March 28, 2025, W. R. Berkley Corporation (NYSE: WRB) confirmed that Mitsui Sumitomo Insurance Co., Ltd. (MSI), a Japanese property and casualty insurer, has entered into an arrangement with a company owned by members of the Berkley family and trusts for their benefit (collectively, the Berkley Family). Under the arrangement, MSI intends to purchase 15% of the Company's outstanding common stock through open market purchases or private transactions with third parties. The Berkley Family will not sell any shares to MSI, and the Company will not issue shares to MSI as part of the arrangement. The Berkley Family holds approximately 16% of outstanding common stock, per the press release headline. Under the agreements, MSI will vote its shares in line with Berkley Family recommendations once it holds 4.9% of outstanding shares, subject to limited exceptions. Once MSI holds at least 12.5%, the Berkley Family agrees to recommend an MSI director designee for the Board, subject to Nominating and Corporate Governance Committee review and Board appointment. The Berkley Family intends to keep two representatives on the Board. MSI has also agreed to customary standstill restrictions that the Company can directly enforce. The Company states these arrangements will not affect day-to-day operations or reduce the Berkley Family's commitment to the Company. The Company entered into a cooperation agreement with MSI to support its regulatory filings, approvals and accounting treatment for the investment. A special committee of three independent, disinterested directors, advised by independent counsel, reviewed and recommended the agreements, which the independent directors approved. MSI's investment is subject to customary regulatory approvals and is anticipated to be completed by the end of March 2026.

Mar 28, 2025
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jan 27, 2025)

W. R. Berkley Corporation reported fourth quarter and full year 2024 results in a press release dated January 27, 2025, furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. For the fourth quarter, net income to common stockholders was $576.1 million, up 45.0% from $397.3 million, and operating income was a record $452.6 million, up 15.5%. Return on equity was 30.9% and operating return on equity was 24.3%. The calendar-year combined ratio was 90.2% for the quarter, and gross premiums written reached $3.50 billion for the quarter. For full year 2024, the company reported record net income of $1.76 billion, record pre-tax underwriting income of $1.1 billion, and record gross and net premiums written of $14.2 billion and $12.0 billion, respectively, with growth of 9.6% and 9.3%. Return on equity was 23.6% and operating return on equity was 22.4%. Book value per share grew 23.5% before dividends and share repurchases, and net investment income rose 26.6% to a record $1.3 billion. Total capital returned to shareholders was $835.6 million, including $412.3 million of special dividends. At December 31, 2024, book value per share was $22.09, up from $19.37, and total assets were $40.57 billion. Management stated that the property and casualty environment remains favorable and expects continued success in 2025, while the filing includes customary forward-looking statement cautions.

Jan 27, 2025
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Oct 21, 2024)

W. R. Berkley Corporation reported third quarter 2024 results in a press release dated October 21, 2024, furnished as Exhibit 99.1. The company reported record third quarter net income of $365.6 million, or $0.91 per diluted share, compared with $333.6 million, or $0.82 per diluted share, in the prior-year quarter. Return on equity was 19.6% and operating return on equity was 20.0% for the quarter. Gross premiums written rose to $3.63 billion from $3.35 billion, and net premiums written rose to $3.06 billion from $2.85 billion. The GAAP combined ratio was 90.9%, compared with 90.2% a year earlier, and the current accident year combined ratio before catastrophe losses was 87.6%, including 3.3 loss ratio points of catastrophe losses. Net investment income grew 19.5% to $323.8 million, and operating cash flow was a record $1.24 billion for the quarter. Book value per share was $22.11 at September 30, 2024, versus $19.37 at December 31, 2023, and the company returned $138.3 million to shareholders in the quarter, including $95.3 million of special dividends. Management stated that the company expects its new money rate to remain above the current yield of its U.S. fixed-maturity securities, despite expected declines in short-term rates. The 3-for-2 common stock split effective July 10, 2024 is reflected in all per-share figures. The filing is furnished under Item 2.02 and is not deemed filed under Section 18 of the Exchange Act. It also includes a forward-looking statements safe harbor covering cyclical industry conditions, catastrophe losses, reserve estimation, investment risks, and reinsurance availability.

Oct 21, 2024
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jul 22, 2024)

W. R. Berkley Corporation filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release, dated July 22, 2024, announcing results for the second quarter of 2024. The company reported net income to common stockholders of $371.9 million, or $0.92 per diluted share, for the quarter, versus $356.3 million, or $0.87 per diluted share, a year earlier. Operating income, a non-GAAP measure defined as net income excluding after-tax net investment gains and losses, was $418.1 million, or $1.04 per diluted share. Return on equity was 20.0% and operating return on equity was 22.4% for the quarter. All per-share figures are adjusted for the 3-for-2 common stock split effected on July 10, 2024. Underwriting results were solid. Gross premiums written rose to $3.72 billion and net premiums written to $3.13 billion, with the company describing the latter as a record. The GAAP combined ratio was 91.1%, including 3.2 loss ratio points of catastrophe losses, compared with 89.6% a year earlier. Net investment income reached a record $372.1 million, up from $245.2 million. Net investment losses of $58.5 million, driven by unrealized losses on equity securities, partially offset that income in the quarter. Capital returns were significant. The company repurchased $223.8 million of common stock and paid $127.0 million in special dividends and $30.5 million in regular dividends, for total capital returned of $381.3 million. Book value per share, adjusted for the split, was $20.42 at June 30, 2024, up from $19.37 at December 31, 2023. The filing itself incorporates the press release as Exhibit 99.1 and states that the information is furnished rather than filed.

Jul 22, 2024
8-K
Shareholder Matters

W. R. Berkley 8-K Report, Shareholder Vote Results (Jun 12, 2024)

W. R. Berkley Corporation held its Annual Meeting of Stockholders on June 12, 2024, and this Item 5.07 report discloses the voting results on three proposals. Stockholders elected six directors: William R. Berkley, Christopher L. Augostini and Jonathan Talisman, for terms expiring at the 2027 annual meeting; Daniel L. Mosley, for a term expiring in 2026; and Marie A. Mattson and Mark L. Shapiro, for terms expiring in 2025. Each director received more votes For than Against, though Against votes were substantial for several nominees, most notably Mark L. Shapiro, who received 32,554,142 Against votes against 204,938,929 For. Stockholders also voted on a non-binding advisory say-on-pay resolution on named executive officer compensation, which received 228,633,428 For votes and 9,218,907 Against votes, with 351,382 abstentions and 13,424,088 broker non-votes. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 240,391,919 For votes, 11,063,892 Against votes and 171,994 abstentions. For investors, the filing confirms board composition for the coming years and the stockholder endorsement of the auditor and the executive pay program, while the level of Against votes for certain director nominees is the most notable governance signal in the report.

Jun 12, 2024
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Apr 23, 2024)

W. R. Berkley Corporation reported first quarter 2024 results in a press release dated April 23, 2024, furnished as Exhibit 99.1. Net income to common stockholders rose to $442.5 million, or $1.64 per diluted share, compared with $294.1 million, or $1.06 per diluted share, in the first quarter of 2023. Operating income, a non-GAAP measure excluding after-tax net investment gains and related expenses, increased to a record $423.3 million, or $1.56 per diluted share. Return on equity was 23.7% and operating return on equity was 22.7%. Underwriting performance remained strong. Gross premiums written grew to $3.36 billion and net premiums written grew 10.7% to a record $2.9 billion, with growth accelerating year over year as market conditions remained favorable in many areas. The reported combined ratio was 88.8%, compared with 90.6% a year earlier, and included $30.5 million of current accident year catastrophe losses. Average rate increases excluding workers' compensation were approximately 7.8%. Net investment income rose 43.2% to a record $319.8 million, although results were affected by a $29.3 million loss from investment funds. Operating cash flow increased 67.6% to $746.2 million. The company did not repurchase any shares during the quarter. Book value per share increased to $30.34 at March 31, 2024, from $29.06 at December 31, 2023, and tangible book value per share increased to $29.38 from $28.08. Reserves for losses and loss expenses rose to $19.10 billion from $18.74 billion. Management stated it remains confident in delivering value to shareholders in 2024 and beyond.

Apr 23, 2024
8-K
Regulation FD

W. R. Berkley 8-K Report, Regulation FD Disclosure (Apr 23, 2024)

W. R. Berkley Corporation furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) to provide information about its Argentine exposure. The company underwrites insurance business in Argentina and invests in Argentine bonds. As of March 31, 2024, the book value of its Argentine bond investments was $294.9 million, consisting of $172.8 million of inflation-linked securities and $122.1 million of other Argentine bonds, of which $112.9 million are U.S. dollar denominated. Pre-tax net investment income from the inflation-linked securities was $96.2 million for the quarter ended March 31, 2024. The company states this income increased due to an adjustment to the inflation rate made by the Argentine government in late 2023. For the second quarter of 2024, management's best estimate of pre-tax net investment income from Argentine inflation-linked securities is $45 million to $65 million, while noting that uncertainty in Argentine inflation rates makes future periods difficult to project. The company also disclosed that proceeds from Argentine inflation-linked securities that matured in the first quarter of 2024 have been reinvested.

Apr 23, 2024
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jan 24, 2024)

W. R. Berkley Corporation furnished an 8-K under Item 2.02 reporting its fourth quarter and full year 2023 results, with the press release dated January 24, 2024 attached as Exhibit 99.1. The company reported fourth-quarter return on equity of 23.6% and operating return on equity of 23.2%, along with record quarterly and annual pre-tax underwriting income and record net investment income. Fourth-quarter net income to common stockholders was $397.3 million, or $1.47 per diluted share, compared with $382.2 million, or $1.37 per diluted share, a year earlier. For the full year, net income was $1.38 billion, or $5.05 per diluted share, versus $4.94 per diluted share in 2022. Gross premiums written for the full year reached $12.97 billion and net premiums written reached $10.95 billion, up 8.9% and 9.5% respectively. Net premiums written growth accelerated to 12.0% in the fourth quarter. Net investment income grew 35.1% for the year to a record $1.05 billion, and operating cash flow rose 14.0% to a record $2.9 billion. The combined GAAP ratio for the full year was 89.7%, compared with 89.3% in 2022, and the company returned $1.0 billion to shareholders in 2023 through share repurchases and dividends. Book value per share at year-end was $29.06, up from $25.51. Management described the property and casualty insurance and investment environments as favorable to its business model and said it expects 2024 to be rewarding for shareholders. The filing also includes standard forward-looking statement cautions covering industry cyclicality, catastrophe losses, reserve estimation, investment risk and regulatory developments.

Jan 24, 2024
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Oct 23, 2023)

W. R. Berkley Corporation furnished an 8-K on October 23, 2023 reporting its third quarter 2023 results via a press release (Exhibit 99.1). Net income to common stockholders rose to $333.6 million, or $1.23 per diluted share, compared with $228.9 million, or $0.82 per diluted share, in the third quarter of 2022. Operating income was $366.6 million, or $1.35 per diluted share. Return on equity was 19.8% and operating return on equity was 21.7% on an annualized basis. Gross premiums written were $3.35 billion and net premiums written were $2.85 billion, with net premiums written growing 10.5% in the quarter. The reported combined ratio was 90.2%, including $61.5 million of current accident year catastrophe losses. Net investment income reached a record $270.9 million, driven by a 59.3% increase in the core portfolio. Average rate increases excluding workers' compensation were approximately 8.5%. Book value per share was $26.80 at September 30, 2023, up from $25.51 at December 31, 2022, and tangible book value per share was $25.91 versus $24.58. Management said the company remains well positioned and is very optimistic about the remainder of 2023. During the quarter the company returned $160.3 million to shareholders, including $129.0 million of special dividends, $28.4 million of regular dividends, and $2.9 million of share repurchases. For the nine months ended September 30, 2023, the company repurchased 7,146,975 shares for $430.5 million. The 8-K states that the furnished information is not deemed filed under Section 18 of the Exchange Act.

Oct 23, 2023
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jul 20, 2023)

W. R. Berkley Corporation reported second quarter 2023 results in a press release dated July 20, 2023 (Exhibit 99.1). The company reported annualized return on equity of 21.1% and operating return on equity of 18.4%. Net income to common stockholders was $356.3 million, or $1.30 per diluted share, compared with $179.3 million, or $0.64 per diluted share, in the second quarter of 2022. Operating income was $310.9 million, or $1.14 per diluted share, versus $313.4 million, or $1.12 per diluted share, a year earlier. Gross premiums written were a record $3.34 billion and net premiums written were $2.81 billion, up from $3.05 billion and $2.59 billion in the prior-year quarter. Net investment income was a record $245.2 million, up from $171.6 million, which the company attributed to reinvestment of its fixed-maturity portfolio at higher interest rates. The reported combined ratio was 89.6%, compared with 88.6% a year earlier, and included current accident year catastrophe losses of $53.5 million. Average rate increases excluding workers' compensation were approximately 8.2%. The company returned $320.8 million to shareholders in the quarter, including $292.5 million of share repurchases and $28.3 million of regular dividends. Book value per share rose to $26.74 at June 30, 2023 from $25.51 at December 31, 2022. Management stated it was optimistic about the remainder of 2023, citing positive momentum entering the second half of the year.

Jul 20, 2023
8-K
Shareholder Matters

W. R. Berkley 8-K Report, Shareholder Vote Results (Jun 16, 2023)

W. R. Berkley Corporation held its Annual Meeting of Stockholders on June 14, 2023, and this Form 8-K reports the voting results. Stockholders elected four directors: W. Robert Berkley, Jr. and María Luisa Ferré, whose terms expire at the 2026 annual meeting, and Daniel L. Mosley and Mark L. Shapiro, whose terms expire at the 2024 annual meeting. Each nominee received more votes for than against, though Mark L. Shapiro's against count (68,663,642) was substantially higher than those of the other nominees. Stockholders approved, on a non-binding advisory basis, the compensation of the company's named executive officers, with 224,376,191 votes for and 8,893,131 against. In the advisory vote on frequency, 233,457,628 votes favored holding say-on-pay votes every year, and the company stated it will hold them annually until the next frequency vote, which must occur no later than the 2029 annual meeting. Stockholders also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023, with 241,140,282 votes for and 11,219,533 against.

Jun 16, 2023
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Apr 20, 2023)

W. R. Berkley Corporation reported first quarter 2023 results in a press release dated April 20, 2023, furnished as Exhibit 99.1 to this Form 8-K. The company reported a return on equity of 17.4% (operating return on equity of 16.4%), net income to common stockholders of $294.1 million ($1.06 per diluted share) versus $590.6 million ($2.12 per diluted share) a year earlier, and operating income of $276.0 million ($1.00 per diluted share) versus $306.9 million ($1.10 per diluted share). Gross premiums written rose to $3.05 billion from $2.86 billion, and net investment income grew 28.8% to $223.4 million as higher-yielding reinvestment of the fixed-maturity portfolio continued. The reported GAAP combined ratio was 90.6%, compared with 87.8% a year earlier, and included current accident year catastrophe losses of $47.9 million and prior year development principally from property catastrophe losses of approximately $24 million. Results were weighed down by a lower net realized and unrealized investment gains figure ($22.6 million versus $369.9 million), which drove the decline in net income. Book value per share rose to $26.45 from $25.51 at year-end 2022, and the company returned $293.8 million to shareholders through special dividends, regular dividends and share repurchases. Management emphasized a focus on risk-adjusted returns, average rate increases excluding workers' compensation of approximately 8.3%, and a continued short-duration, high-quality fixed-maturity portfolio given the inverted yield curve and market volatility. The filing also includes standard forward-looking statement cautions covering the property casualty cycle, catastrophe exposure, reserve estimation and investment risks.

Apr 20, 2023
8-K
Corporate ChangesExhibits & Filings

W. R. Berkley 8-K Report, Bylaw Amendment (Mar 1, 2023)

W. R. Berkley Corporation filed this Current Report on Form 8-K to disclose amendments to its By-laws, which the board of directors approved and adopted on February 24, 2023. The filing describes the changes in a list of items rather than through financial results, and it contains no financial figures. The amended By-laws provide for virtual stockholder meetings and add provisions on fixing record dates and adjournments. They also update stockholder list requirements to be consistent with recent amendments to the Delaware General Corporation Law. Proxy solicitation rules now require any stockholder soliciting proxies from others to use a proxy card in a color other than white. The amendments further clarify director terms, resignation and removal, allow board and committee meetings by remote communication, and add provisions on uncertificated stock and share issuance and transfer. For stockholders planning to nominate directors or submit proposals, the most significant change is the advance notice period, which begins with the 2024 annual meeting. Nominations and other proposals must be submitted not earlier than the 120th day and not later than the 90th day before the first anniversary of the preceding year's annual meeting. The amendments also add procedures tied to the SEC's universal proxy card rules. The full amended and restated By-laws are filed as Exhibit 3.2.

Mar 1, 2023
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jan 26, 2023)

W. R. Berkley Corporation furnished this Form 8-K under Item 2.02 to report its results of operations and financial condition for the fourth quarter and full year of 2022, as set out in a press release dated January 26, 2023 (Exhibit 99.1). The company reported fourth-quarter net income to common stockholders of $382.2 million ($1.37 per diluted share), up from $294.4 million ($1.06 per diluted share) in the prior-year quarter, with a return on equity of 23.0%. For the full year, net income was $1.38 billion ($4.94 per diluted share) and gross premiums written rose to $11.91 billion from $10.70 billion, with net premiums written reaching $10.00 billion. The company described these as records, including record annual pre-tax underwriting income of $1.0 billion. The quarter's profitability was supported by a sharp rise in net investment income, which grew 40.2% to a record $231.3 million, and by fourth-quarter net investment gains of $75.1 million. The GAAP combined ratio for the Insurance segment was 89.2% for the full year and the consolidated combined ratio was 89.3%. Book value per share was $25.51 at December 31, 2022, up from $25.09, and the company returned $329.3 million to shareholders during 2022 through special and regular dividends and share repurchases. Management said it remains encouraged about opportunities in 2023 and beyond. The filing also includes a safe-harbor statement citing risks such as the cyclical nature of the property casualty industry, reserving estimates, investment risks, catastrophe losses, inflation and interest rates. The 8-K states that the information is furnished and not deemed filed under Section 18 of the Exchange Act.

Jan 26, 2023
8-K
Leadership ChangesExhibits & Filings

W. R. Berkley 8-K Report, Executive Changes (Dec 12, 2022)

W. R. Berkley Corporation filed this Form 8-K to report the election of Daniel L. Mosley to its board of directors. The Board elected Mr. Mosley as a director effective January 1, 2023, increasing the number of board members to ten and the number of independent directors to eight. Mr. Mosley has also been named to the Company's Compensation Committee and Nominating and Corporate Governance Committee, as stated in the filing. The filing describes Mr. Mosley as a Partner at BDT & Company, a merchant bank established in 2009, where he serves on the Executive Committee. Previously, he was a partner at Cravath, Swaine & Moore LLP. The release also notes his involvement with the Pinkerton Foundation, Greenwich Hospital, and several New York City not-for-profit organizations, and his education at the University of Alabama and New York University School of Law. The filing is primarily a governance update. It contains no financial results, operating metrics, or guidance. The press release attached as Exhibit 99.1 is the document that announces the election, and the Company describes itself as an insurance holding company operating in the Insurance and Reinsurance & Monoline Excess segments.

Dec 12, 2022
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Oct 24, 2022)

W. R. Berkley Corporation filed this Form 8-K to furnish its press release announcing third-quarter 2022 results (Exhibit 99.1, dated October 24, 2022). The company reported an operating return on equity of 16.9% and a return on equity of 13.8% for the quarter, with pre-tax underwriting income of $192.1 million and operating income of $281.8 million, up 14.2%. Gross premiums written rose 10.6% to $3.1 billion and net premiums written rose 10.8% to $2.6 billion, and the release described these as record quarterly results for premiums written. Net income to common stockholders was $228.9 million, or $0.82 per diluted share, compared with $261.3 million, or $0.93 per diluted share, in the prior-year quarter. The decline in GAAP net income reflected net investment losses of $67.4 million in the quarter, versus gains of $19.5 million a year earlier. The reported combined ratio was 92.1%, including catastrophe losses of $94.1 million, and the current accident year combined ratio before catastrophe losses was 86.6%. Core portfolio net investment income grew 51.0% to $156.1 million, which the company attributed to reinvesting funds at higher interest rates. Balance sheet data show book value per share of $23.88 at September 30, 2022, down from $25.09 at December 31, 2021, with after-tax unrealized investment losses of $985 million and unrealized currency translation losses of $400 million included in stockholders' equity. Management stated that the short duration and high quality of its fixed-maturity portfolio limited the market value impact on book value.

Oct 24, 2022
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jul 21, 2022)

W. R. Berkley Corporation reported second quarter 2022 results in a press release dated July 21, 2022, attached as Exhibit 99.1. Net premiums written grew 16.9% to a quarterly record of $2.59 billion, and gross premiums written grew 14.7% to $3.05 billion. Underwriting income increased 32.6% to $268.2 million, and the reported combined ratio was 88.6%, including catastrophe losses of $57.9 million. Operating income rose 43.0% to $313.4 million, or $1.12 per diluted share, compared with $0.78 a year earlier. GAAP net income to common stockholders was $179.3 million, or $0.64 per diluted share, down from $237.2 million, or $0.85, in the second quarter of 2021. The company attributed the GAAP decline to net investment losses of $171.6 million, driven by $163.9 million of net realized and unrealized losses on investments. Core net investment income grew 29.7%, to $133.6 million, due primarily to higher yields. Management said it expects investment income to benefit further as interest rates continue to rise. Book value per share was $24.56 at June 30, 2022, compared with $25.09 at December 31, 2021, and tangible book value per share was $23.60. The company stated that after-tax unrealized investment losses of $670 million and unrealized currency translation losses of $360 million reduced common stockholders' equity. Management noted that the short duration of the fixed-maturity portfolio, which had an average duration of 2.4 years and an average rating of AA-, limited the effect of rising rates on book value. During the quarter, the company returned $159.2 million to shareholders, including $132.7 million of special dividends and $26.5 million of regular dividends. No shares were repurchased in the first six months of 2022. Management described the quarter as excellent, citing an 18.8% annualized operating return on beginning stockholders' equity, and said it expects continued favorable market conditions in most lines of business, with growth concentrated in the E&S and specialty markets.

Jul 21, 2022
8-K
Shareholder MattersExhibits & Filings

W. R. Berkley 8-K Report, Shareholder Vote Results (Jun 16, 2022)

At its Annual Meeting of Stockholders on June 15, 2022, W. R. Berkley Corporation's stockholders elected four directors, approved an amendment to the restated certificate of incorporation to increase authorized common stock from 750,000,000 to 1,250,000,000 shares, approved on a non-binding advisory basis the compensation of named executive officers (say-on-pay), and ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. W. Robert Berkley, Jr. and Mark L. Shapiro were elected for terms expiring at the 2023 annual meeting, and Ronald E. Blaylock and Mary C. Farrell for terms expiring at the 2025 annual meeting. The filing reports the vote counts for each proposal. The authorized share increase received 212,198,708 votes for, 45,963,062 against, and 916,147 abstentions. Say-on-pay received 236,514,529 votes for, 8,945,457 against, 402,030 abstentions, and 13,215,901 broker non-votes. The KPMG ratification received 247,428,138 votes for, 11,588,559 against, and 61,220 abstentions. Votes against Blaylock (48,148,514) and Farrell (46,449,313) were notably higher than against Berkley, Jr. (3,168,156) and Shapiro (33,445,405). The filing's only exhibit is Exhibit 3.1, an amendment dated June 15, 2022 to the Company's Restated Certificate of Incorporation, which implements the authorized share increase approved by stockholders.

Jun 16, 2022
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Apr 25, 2022)

W. R. Berkley Corporation furnished this Form 8-K under Item 2.02 to report its first quarter 2022 results, issued in a press release dated April 25, 2022 (Exhibit 99.1). The company reported net income to common stockholders of $590.6 million, or $2.12 per diluted share, compared with $229.5 million, or $0.82 per diluted share, in the first quarter of 2021. Return on equity was 35.5%, and operating income, a non-GAAP measure, was $306.9 million. Per-share figures for 2021 were restated for the 3-for-2 common stock split effected on March 23, 2022. Underwriting performance was strong. The company reported record quarterly underwriting income of $274.4 million, net premiums written rose nearly 18% to a quarterly record of $2.4 billion, and the GAAP combined ratio improved to 87.8% from 90.1%. Catastrophe losses were $28.8 million. Net investment gains were a record $366.3 million, driven mainly by real estate investment sales, including a London property sale that the company said produced a pretax gain of more than $300 million before transaction expenses and currency effects. Book value per share before dividends grew 3.5% to $25.89 at March 31, 2022, from $25.09 at December 31, 2021. The company attributed this to its decision to maintain a short investment duration, which was 2.4 years for fixed maturity securities. Management said it expects rate increases to remain above loss cost trends in most lines and that rising interest rates should lift fixed-maturity income over time. The company did not repurchase shares during the quarter.

Apr 25, 2022
8-K
Material AgreementsFinancial EventsExhibits & Filings

W. R. Berkley 8-K Report, Material Agreement (Apr 4, 2022)

W. R. Berkley Corporation entered into a five-year revolving credit facility on April 1, 2022, under a Credit Agreement with Bank of America, N.A. as Administrative Agent, along with Credit Suisse AG, New York Branch, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. as Syndication Agents. The facility provides revolving, unsecured borrowings of up to $300 million, including a $50 million sublimit for letters of credit, and the Company may increase the amount available to a maximum of $500 million, subject to lender commitments and other customary conditions. Borrowings may be used for working capital and other general corporate purposes. All borrowings must be repaid by April 1, 2027, and letters of credit outstanding on that date may remain outstanding until April 1, 2028 (or a later date approved by all lenders). Borrowings bear interest at Term SOFR or the Base Rate plus an applicable margin, and the Company pays a quarterly commitment fee on the average unused amount of the facility. The Credit Agreement contains customary representations, warranties and covenants, including financial covenants requiring the Company not to exceed a maximum leverage ratio and to maintain a minimum consolidated net worth. Amounts may be accelerated upon an Event of Default that is not cured or waived. The full agreement is filed as Exhibit 10.1, with certain schedules omitted under Item 601(b)(2) of Regulation S-K.

Apr 4, 2022
8-K
Leadership Changes

W. R. Berkley 8-K Report, Executive Changes (Mar 4, 2022)

W. R. Berkley Corporation filed this Form 8-K dated March 4, 2022 (event date March 1, 2022) to report a board-related change. The filing states that Leigh Ann Pusey notified William R. Berkley, the Executive Chairman, that she has opted not to stand for re-election as a director at the Company's next annual meeting of stockholders, which is anticipated to be held on June 15, 2022. According to the filing, Ms. Pusey's decision is not the result of any disagreement with the Company on any matter relating to its operations, practices or policies. The filing does not disclose a successor nominee, financial results, or any other financial figures. The report was signed by Richard M. Baio, Executive Vice President and Chief Financial Officer. For investors, the filing is limited to a director departure notice under Item 5.02 and does not indicate any operational or financial impact.

Mar 4, 2022
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jan 27, 2022)

W. R. Berkley Corporation reported fourth-quarter and full-year 2021 results in a press release dated January 27, 2022, furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. For the fourth quarter, gross premiums written were $2.77 billion, up from $2.22 billion, and net premiums written were $2.28 billion, up from $1.80 billion, with net income to common stockholders of $294.4 million and diluted EPS of $1.59. Operating income was $284.3 million ($1.53 per diluted share), and the reported combined ratio was 88.2%, including catastrophe losses of $48.5 million. The company reported a return on equity of 18.7% for the quarter and a record quarterly underwriting income of $260.9 million. For full-year 2021, the company reported record net income of $1.02 billion ($5.48 per diluted share) and record underwriting income of $845.3 million. Gross and net premiums written reached $10.7 billion and $8.9 billion, up 20.9% and 22.0% respectively, supported by average rate increases of approximately 10.4% excluding workers' compensation. Return on equity was 16.2%, and book value per share grew 12.5% before dividends and share repurchases to $37.63 at year-end. Total capital returned to shareholders was $478.1 million, including $265.3 million of special dividends. Management stated that the growth drivers should persist for the foreseeable future and that rate increases above loss trend should continue to support underwriting profits as premiums are earned. The company also noted that its short-duration fixed-maturity portfolio, with an average duration of 2.4 years, has limited the impact of rising interest rates on book value. The filing includes a forward-looking statements disclaimer and states that the press release is not deemed filed under Section 18 of the Exchange Act.

Jan 27, 2022
8-K
Leadership ChangesExhibits & Filings

W. R. Berkley 8-K Report, Executive Changes (Nov 12, 2021)

W. R. Berkley Corporation filed this Form 8-K on November 12, 2021 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that the Company's Board of Directors, on November 5, 2021, approved the amendment and restatement of two deferred compensation plans: the W. R. Berkley Corporation Deferred Compensation Plan for Officers and the Deferred Compensation Plan for Directors, both effective December 1, 2021. Under the amended plans, deferrals will be deemed invested in one or more investment funds selected by eligible participants from options determined by the Company. Before the effective date, officer deferrals continued to earn a notional rate of interest, and director deferrals could be notionally invested in Company stock or credited with a notional rate of interest, at the director's election. The Company also authorized a grantor trust, known as a rabbi trust, to accumulate assets for paying plan liabilities. The filing states that these assets remain subject to the claims of Company creditors and that participants are unsecured general creditors with respect to plan benefits. The amendments also allow eligible officer and director participants to resume elective deferrals beginning January 1, 2022. The filing incorporates the full plan texts by reference as Exhibits 10.1 and 10.2. The filing does not report any financial results or dollar amounts.

Nov 12, 2021
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Oct 21, 2021)

W. R. Berkley Corporation furnished an 8-K on October 21, 2021 reporting third quarter 2021 results, via Exhibit 99.1 press release. Net income to common stockholders was $261.3 million, or $1.40 per diluted share, versus $151.7 million, or $0.81 per diluted share, in the third quarter of 2020. Nine-month net income was $728.1 million ($3.89 per diluted share) compared with $218.5 million ($1.15 per diluted share) a year earlier. Return on equity was 16.6% for the quarter and 15.4% for the nine months. Operating income, a non-GAAP measure defined as net income excluding after-tax net investment gains and losses, rose to $246.7 million for the quarter from $121.1 million. Gross premiums written grew to $2.79 billion from $2.26 billion, and net premiums written increased 23.7% to $2.33 billion. The Insurance segment reported a GAAP combined ratio of 89.3% and Reinsurance & Monoline Excess reported 98.4%, with the consolidated combined ratio at 90.4% versus 93.7% a year earlier. The company cited current accident year catastrophe losses of $73.8 million in the quarter and average rate increases excluding workers' compensation of approximately 10.1%. Net investment income rose 26.1% to $179.9 million, driven by investment funds, which contributed $69.3 million versus $18.2 million a year earlier. At September 30, 2021, book value per share was $37.64 and tangible book value per share was $36.39, compared with $35.49 and $34.22 at December 31, 2020. During the quarter, the company returned $115.8 million to shareholders, including $92.7 million of share repurchases and $23.1 million of dividends. Management expects rate increases to continue for the foreseeable future and anticipates additional underwriting profits as premiums are earned.

Oct 21, 2021
8-K
Material AgreementsFinancial EventsExhibits & Filings

W. R. Berkley 8-K Report, Material Agreement (Sep 15, 2021)

On September 15, 2021, W. R. Berkley Corporation closed its public offering of $350 million aggregate principal amount of its 3.150% Senior Notes due 2061. The Notes were issued under the Indenture dated May 12, 2020, as supplemented by a Third Supplemental Indenture dated September 15, 2021, both between the Company and The Bank of New York Mellon, as trustee. The filing reports the transaction under Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation), indicating the notes are a new direct financial obligation of the Company. The offering was made under Registration Statement No. 333-249950, and the exhibits are incorporated by reference into that registration statement. The filing lists the Base Indenture, the Third Supplemental Indenture, the form of Notes, and a legal opinion and consent from Willkie Farr & Gallagher LLP on the validity of the Notes. The filing does not state the use of proceeds or the interest payment dates.

Sep 15, 2021
8-K
Material AgreementsExhibits & Filings

W. R. Berkley 8-K Report, Material Agreement (Sep 9, 2021)

W. R. Berkley Corporation filed this Current Report on Form 8-K to disclose that, on September 8, 2021, it agreed to sell $350 million aggregate principal amount of its 3.150% Senior Notes due 2061. The Notes were offered under a Prospectus Supplement dated September 8, 2021, to a Prospectus dated November 6, 2020, filed under Registration Statement on Form S-3 (No. 333-249950). On the same date, the Company entered into an underwriting agreement with BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as underwriters. The filing states the offering is expected to close on September 15, 2021, subject to customary closing conditions. The underwriting agreement is filed as Exhibit 1.1. The filing is limited to the debt offering and its underwriting terms. It does not report financial results or other operating information.

Sep 9, 2021
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jul 22, 2021)

W. R. Berkley Corporation reported its second quarter 2021 results in a press release dated July 22, 2021, furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. For the quarter, gross premiums written were $2,661,236 thousand ($2.66 billion), up from $2,132,246 thousand, and net premiums written were $2,212,181 thousand, with the company stating that second quarter net premiums written grew 27.2%. Net income to common stockholders was $237,238 thousand, or $1.27 per diluted share, compared with $71,260 thousand, or $0.38 per diluted share, a year earlier. Operating income, a non-GAAP measure, was $219,059 thousand ($1.17 per diluted share) versus $11,552 thousand ($0.06 per diluted share) in the prior-year quarter. Return on equity was 15.0% for the quarter and 14.8% for the six months. Underwriting performance improved meaningfully. The reported combined ratio was 89.7%, compared with 98.7% in the second quarter of 2020, and the company cited record quarterly underwriting income of $202.2 million. Average rate increases excluding workers' compensation were approximately 9.7%. Net investment income rose to $168.2 million, up 96.9%, with investment funds contributing $61.3 million after a loss of $57.6 million in the prior-year period. Net realized investment gains were $38.7 million for the quarter. Capital returns and balance sheet items were also reported. The company returned $112 million to shareholders in the quarter, consisting of $89 million in special dividends and $23 million in regular dividends. Book value per share was $37.08 at June 30, 2021, up from $35.49 at December 31, 2020, and tangible book value per share was $35.83 compared with $34.22. During the six months, the company repurchased 465,063 shares for $30 million, with no repurchases in the second quarter. Management stated it expects rate achievement and exposure growth to contribute to additional underwriting profits as they are fully earned.

Jul 22, 2021
8-K
Shareholder Matters

W. R. Berkley 8-K Report, Shareholder Vote Results (Jun 15, 2021)

W. R. Berkley Corporation held its Annual Meeting of Stockholders on June 15, 2021, and reported the final results of four proposals in this Item 5.07 Form 8-K. All five director nominees were elected: William R. Berkley, Christopher L. Augostini and Jonathan Talisman for terms expiring at the 2024 annual meeting, Mark E. Brockbank for a term expiring in 2023, and Mark L. Shapiro for a term expiring in 2022. Stockholders also approved an increase of 150,000 shares reserved under the 2009 Directors Stock Plan, as amended and restated, and approved, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay). The ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2021 was also approved. The vote tallies show broad support for the proposals. For the say-on-pay vote, 155,681,015 shares were cast for, 7,205,136 against, 756,443 abstained, and 8,871,309 were broker non-votes. For KPMG's ratification, 165,238,394 shares were cast for, 6,521,403 against, and 754,106 abstained. The most notable dissent among directors was for Mark E. Brockbank, who received 31,023,816 votes against, the highest against count of any nominee, compared with 131,905,447 for. Mark L. Shapiro also drew 19,998,486 votes against. For investors, this filing is primarily a governance update. It records board composition and staggered terms, the expanded equity plan share reserve for non-employee directors, and stockholder endorsement of executive pay and the auditor. The filing does not contain financial results.

Jun 15, 2021
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Apr 20, 2021)

W. R. Berkley Corporation reported first quarter 2021 results in a press release dated April 20, 2021, furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. Gross premiums written rose 11.4% to $2.48 billion and net premiums written rose 11.1% to $2.05 billion. Net income to common stockholders was $229.5 million, or $1.23 per diluted share, compared with a net loss of $4.4 million, or $0.02 per diluted share, in the first quarter of 2020. Operating income, a non-GAAP measure, was $201.8 million, or $1.08 per diluted share, and the return on equity was 14.5%. Underwriting performance improved meaningfully. The reported combined ratio was 90.1%, compared with 96.9% a year earlier, and the company cited record quarterly underwriting income of $182.6 million. Current accident year catastrophe losses added 1.9 loss ratio points. Average rate increases excluding workers' compensation were approximately 12.8%, and management expects rate increases to continue for the foreseeable future given persistent social inflation and above-average industry catastrophe losses. Investment results were supported by $76.1 million of net realized gains and a $24.3 million unrealized loss on equity securities. Net investment income fell to $158.6 million from $174.8 million. Book value per share rose to $36.16 from $35.49 at year-end 2020. The company returned $51 million to shareholders, including $30 million of share repurchases at an average price of $63.82 and $21 million of dividends.

Apr 20, 2021
8-K
Other Events

W. R. Berkley 8-K Report, Corporate Update (Apr 19, 2021)

On April 19, 2021, W. R. Berkley Corporation directed The Bank of New York Mellon, as trustee, to issue a notice to holders of its 5.75% Subordinated Debentures due 2056 regarding the Company's exercise of its option to redeem the Debentures. The redemption is made under Article XI of the Indenture dated March 1, 2016, and Section 2.9 of the Second Supplemental Indenture dated May 25, 2016, between the Company and the Trustee. The Company will redeem the $290 million aggregate principal amount of the Debentures on June 1, 2021, at a redemption price equal to the principal amount plus accrued and unpaid interest (including compounded interest, if any) to, but excluding, the redemption date. The redemption price becomes due and payable on the redemption date, and interest stops accruing on and after that date. The filing is a routine notice of a debt redemption under Item 8.01 (Other Events). It does not discuss the financial impact of the redemption, the source of funds, or any other aspect of the Company's results or operations.

Apr 19, 2021
8-K
Material AgreementsFinancial EventsExhibits & Filings

W. R. Berkley 8-K Report, Material Agreement (Mar 16, 2021)

W. R. Berkley Corporation closed its public offering of $400 million aggregate principal amount of its 3.550% Senior Notes due 2052 on March 16, 2021. The Notes were issued under the Indenture dated May 12, 2020 between the Company and The Bank of New York Mellon, as trustee, as supplemented by a Second Supplemental Indenture dated March 16, 2021. The filing states that the Item 1.01 information is also incorporated into Item 2.03, which covers the creation of a direct financial obligation. The filing also indicates that Willkie Farr & Gallagher LLP, counsel to the Company, issued an opinion and consent on March 16, 2021 regarding the validity of the Notes. The exhibits, including the indentures, form of Notes and legal opinion, are incorporated by reference into the Company's Registration Statement (No. 333-249950). This filing is a routine debt issuance notice. It discloses the principal amount, coupon and maturity of the new notes and the governing documents, but it does not describe use of proceeds, financial results or other operational information.

Mar 16, 2021
8-K
Material AgreementsExhibits & Filings

W. R. Berkley 8-K Report, Material Agreement (Mar 12, 2021)

W. R. Berkley Corporation (WRB) reported in this Form 8-K, filed March 12, 2021, that on March 9, 2021 it agreed to sell $400 million aggregate principal amount of its 3.550% Senior Notes due 2052. The notes were offered under a prospectus supplement dated March 9, 2021 to a prospectus dated November 6, 2020, filed under a Form S-3 registration statement (No. 333-249950) that became effective upon filing on November 6, 2020. The offering is expected to close on March 16, 2021, subject to customary closing conditions. The Company entered into an underwriting agreement dated March 9, 2021 with BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as underwriters for the offering. A copy of the underwriting agreement is filed as Exhibit 1.1 and incorporated by reference. The filing also includes a consent of the independent registered public accounting firm (Exhibit 23.1) and the cover page interactive data file (Exhibit 104). For investors, the key takeaway is a $400 million long-dated debt issuance with a 2052 maturity and a fixed coupon of 3.550%. The filing does not state the use of proceeds, so the purpose of the offering is not described here.

Mar 12, 2021
8-K
Material AgreementsFinancial EventsExhibits & Filings

W. R. Berkley 8-K Report, Material Agreement (Feb 10, 2021)

On February 10, 2021, W. R. Berkley Corporation closed a public offering of $300 million aggregate principal amount of its 4.125% Subordinated Debentures due 2061. The Securities were issued under the Subordinated Indenture dated March 26, 2018, as supplemented by a Fourth Supplemental Indenture dated February 10, 2021, with The Bank of New York Mellon acting as trustee. The filing reports this as entry into a material definitive agreement and creation of a direct financial obligation. The filing incorporates the Indenture and the Securities terms by reference to Exhibits 4.1 and 4.2, and includes a validity opinion from Willkie Farr & Gallagher LLP (Exhibit 5.1, with consent in Exhibit 23.1). The exhibits are incorporated into Registration Statement No. 333-249950. For investors, the key facts are the size of the issuance ($300 million), its coupon (4.125%), and its maturity (2061), which together describe a long-dated subordinated debt obligation added to the Company's capital structure. The filing does not discuss the use of proceeds or the Company's financial results.

Feb 10, 2021
8-K
Material AgreementsExhibits & Filings

W. R. Berkley 8-K Report, Material Agreement (Feb 4, 2021)

W. R. Berkley Corporation filed this Form 8-K to report that, on February 3, 2021, it agreed to sell $300 million aggregate principal amount of its 4.125% Subordinated Debentures due 2061. The offering was made under a Prospectus Supplement dated February 3, 2021, to a Prospectus dated November 6, 2020, filed under Registration Statement on Form S-3 (No. 333-249950), and is expected to close on February 10, 2021, subject to customary closing conditions. The Company entered into an underwriting agreement dated February 3, 2021 with Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The agreement is filed as Exhibit 1.1. On February 4, 2021, Willkie Farr & Gallagher LLP, tax counsel to the Company, issued an opinion on certain U.S. federal income tax matters related to the Securities (Exhibit 8.1), along with a related consent (Exhibit 23.1, included in Exhibit 8.1).

Feb 4, 2021
8-K
Other EventsExhibits & Filings

W. R. Berkley 8-K Report, Corporate Update (Feb 3, 2021)

W. R. Berkley Corporation filed this Form 8-K on February 3, 2021 under Item 8.01 (Other Events) to furnish, as Exhibit 99.1, unaudited financial information for the quarter and year ended December 31, 2020. The filing states that this information was previously released and furnished under Item 2.02 on Form 8-K on January 26, 2021, so it is a re-filing of already-published results rather than new disclosure. The exhibit reports fourth-quarter 2020 total revenues of $2.31 billion versus $1.98 billion in the fourth quarter of 2019, and net income to common stockholders of $312.2 million ($1.67 diluted EPS) versus $119.3 million ($0.62 diluted EPS). For the full year 2020, net income to common stockholders was $530.7 million ($2.81 diluted EPS), compared with $681.9 million ($3.52 diluted EPS) in 2019. Full-year 2020 net premiums written were $7.26 billion and the GAAP combined ratio for the consolidated business was 94.9%, compared with 93.8% in 2019. Catastrophe and COVID-19 related losses totaled $339.8 million for 2020 versus $90.1 million in 2019. At December 31, 2020, book value per share was $35.49 (up from $33.12) and tangible book value per share was $34.22 (up from $31.87). Common stockholders' equity was $6.31 billion. During the fourth quarter the company repurchased 542,434 shares for $34 million, and for the full year it repurchased 6,363,301 shares for $346 million. Operating income after-tax, a non-GAAP measure, was $438.3 million for 2020 versus $589.1 million for 2019.

Feb 3, 2021
8-K
Other Events

W. R. Berkley 8-K Report, Corporate Update (Jan 29, 2021)

On January 29, 2021, W. R. Berkley Corporation directed The Bank of New York Mellon, as trustee, to issue a notice to holders of its 5.900% Subordinated Debentures due 2056, announcing the Company's exercise of its option to redeem the Debentures. The filing states that the Company will redeem the $110 million aggregate principal amount of the Debentures on March 1, 2021. The redemption price equals the principal amount plus accrued and unpaid interest (including compounded interest, if any) to, but excluding, the redemption date. The filing states that this redemption price becomes due and payable on the redemption date, and that interest stops accruing on and after that date. The redemption is made under Article XI of the Indenture dated March 1, 2016, and Section 2.9 of the First Supplemental Indenture of the same date, both between the Company and the Trustee. For investors, the filing is a routine debt-management notice that reduces the Company's outstanding subordinated debentures by $110 million on the stated redemption date. The filing contains no other financial results, guidance, or operational information.

Jan 29, 2021
8-K
Earnings & ResultsExhibits & Filings

W. R. Berkley 8-K Report, Financial Results (Jan 26, 2021)

W. R. Berkley Corporation reported fourth quarter and full year 2020 results in a press release dated January 26, 2021 (Exhibit 99.1). For the fourth quarter, the company reported all-time record net income of $312.2 million, or $1.67 per diluted share, compared with $119.3 million, or $0.62 per diluted share, a year earlier. Gross premiums written were $2.22 billion, up 9.3%, and the reported combined ratio was 90.9%, which the company described as the lowest in 13 years. Return on equity for the quarter was 20.6%. Underwriting income rose 44.2% to $165.4 million. For the full year 2020, net income to common stockholders was $530.7 million, or $2.81 per diluted share, versus $681.9 million, or $3.52 per diluted share, in 2019. Gross premiums written grew 7.1% to $8.85 billion, and operating cash flow increased 41.3% to more than $1.6 billion. Average rate increases excluding workers' compensation were approximately 13.6% for the year and 15.4% in the fourth quarter. Book value per share rose 10.5% before share repurchases and dividends. The company returned $430 million to shareholders in 2020, including $346 million of share repurchases and $84 million of dividends. Management stated it expects no signs of rate increases moderating and sees opportunities for margin improvement in 2021. The filing notes ongoing risks, including the COVID-19 pandemic, catastrophe losses, social inflation, and low interest rates. Net investment income grew 32% in the quarter, aided by its alternative investment portfolio, while the fixed-maturity portfolio remained short in duration and highly liquid.

Jan 26, 2021
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