Everest Group, Ltd 8-K, filed Oct 28, 2025
Everest Group, Ltd. (EG)
8-K
2025-10-28
For: 2025-10-26
View Original
Added on
April 08, 2026
About this 8-K
Everest Group, Ltd filed this 8-K on October 28, 2025, reporting on events of October 26, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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 28, 2025 (October 26, 2025 )
(Exact name of registrant as specified in its charter)
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| of incorporation) | File Number) | Identification No.) | ||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
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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 1.01 | Entry into a Material Definitive Agreement | ||||
On 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 Company (“Everest International”), to sell to Buyer the renewal rights in respect of certain lines of commercial property and casualty insurance business written by 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.
In addition, on October 26, 2025, Everest entered into a Master Transaction Agreement (the “EU Master Transaction Agreement,” and together with the ROW Master Transaction Agreement, the “Master Transaction Agreements”), between Everest and Buyer, pursuant to which Everest agreed to cause Everest Ireland to sell to Buyer, the renewal rights in respect of certain lines of commercial property and casualty insurance business written by Everest Ireland in certain countries in the European Union, for an aggregate purchase price of $49 million. The closing of the transaction pursuant to the EU Master Transaction Agreement is subject to the receipt of antitrust approvals from the European Commission and other customary closing conditions.
The purchase price under each of the Master Transaction Agreements is subject to adjustment such that the final purchase price will be equal to 15% of the actual premiums written for the period beginning January 1, 2025 to and including December 31, 2025, including premiums on renewed policies between November 1, 2025 and December 31, 2025. Under the Master Transaction Agreements, the Buyer has also agreed to pay the Everest Sellers a total of $10 million per month for nine months for specified transition services.
In connection with the Master Transaction Agreements, the Everest Sellers has or will enter into applicable renewal rights agreements (the “Renewal Rights Agreements”), pursuant to which the Everest Sellers have or will sell to Buyer all rights, title and interest of the Everest Sellers to renew and/or replace the insurance policies comprising their respective in-scope business lines at the end of their respective policy periods.
Pursuant to the ROW Master Transaction Agreement, if the gross written premium paid and payable to Buyer in respect to the Aggregate Renewed Premiums (as defined in the ROW Master Transaction Agreement) are less than 80% of the aggregate premiums for the period beginning January 1, 2025 to and including December 31, 2025, including premiums on renewed policies between November 1, 2025 and December 31, 2025, Everest will reimburse a portion of the aggregate purchase price under the ROW Master Transaction Agreement to Buyer depending on the relative percentage of such 2025 premiums, which amount shall not exceed $70 million.
The descriptions of the ROW Master Transaction Agreement and the EU Master Transaction Agreement are qualified in their entirety by reference to the full text of the applicable agreement, which will be filed with Everest’s Annual Report on Form 10-K.
On October 27, 2025, the Company issued a press release regarding the transaction, which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits | ||||||||||
| Exhibit No. | Description | ||||||||||
| 99.1 | Press Release of the Company, dated October 27, 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 28, 2025
EXHIBIT INDEX
| Exhibit Number | Description of Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
1 NEWS RELEASE Everest GROUP, LTD. Seon Place, 4th Floor, 141 Front Street, Hamilton HM 19, Bermuda Contacts Media: Dawn Lauer Investors: Matt Rohrmann Chief Communications Officer Head of Investor Relations 908.300.7670 908.604.7343 Everest Announces Agreement to Sell Retail Commercial Insurance Renewal Rights to AIG Jason Keen Appointed to Lead Everest’s Global Wholesale and Specialty Insurance Business HAMILTON, Bermuda – (BUSINESS WIRE) – October 27, 2025 – Everest Group, Ltd. (“Everest” or “the Company”) (NYSE: EG), a global specialty reinsurance and insurance leader, today announced that it has entered into definitive agreements to sell the renewal rights for its Global Retail Commercial Insurance business to American International Group, Inc. (NYSE: AIG). The transactions sharpen Everest’s focus on its core global Reinsurance business as well as its Global Wholesale and Specialty Insurance businesses, and positions Everest for strong performance across market cycles. As part of these transactions, AIG will obtain all the rights to renew Everest’s U.S., U.K., European, and Asia Pacific Commercial Retail businesses. The renewal rights of these businesses total an estimated $2 billion of aggregate gross premiums written. The transactions will result in meaningful total value to Everest including significant capital which will be released over time. “Today’s strategic action results in a more focused, higher-performing Everest,” said Jim Williamson, Everest President and Chief Executive Officer. “The transactions offer clear opportunity to unlock long- term value for both Everest and AIG. Going forward, Everest will be optimally positioned to respond to evolving market needs while building on our track record of sustainable financial returns over the long term.” As part of these transactions, Everest has introduced a new operating structure for its insurance division focused on its Global Wholesale and Specialty Insurance businesses. It aligns Everest’s expertise with the evolving needs of the market and includes Everest Global Markets and Everest Evolution™, as well as Underwriting Programs, Credit and Political Risk, Surety, and Accident & Health business lines. Jason Keen has been appointed CEO of Global Wholesale and Specialty Insurance and will lead efforts to further strengthen Everest’s position in the excess and surplus market. Williamson concluded, “The dynamic specialty market is full of opportunity. With Jason’s leadership and expertise, Everest Insurance® is poised to capture new growth opportunities, while delivering tailored solutions and exceptional value to the market.” Completion of the transactions will be subject to certain regulatory requirements. Ardea Partners LP served as exclusive financial advisor to Everest, and Debevoise & Plimpton LLP served as the Company’s legal advisor. Evercore served as financial advisor to AIG, and Willkie Farr & Gallagher LLP was AIG’s legal advisor.
2 Third Quarter 2025 Financial Results In a separate press release issued today, Everest reported its third quarter 2025 results, which are available in the “Investor Relations” section of its website at investors.everestglobal.com. A conference call discussing the results will be held at 8:00 a.m. Eastern Time on Tuesday October 28, 2025. The call will be available on the Internet through the Company’s website at investors.everestglobal.com. Recipients are encouraged to visit the Company’s website to view supplemental financial information on the Company’s results. The supplemental information is located in the investors.everestglobal.com “Investors/Financials/Quarterly Results” section of the website. The supplemental financial information may also be obtained by contacting the Company directly. About Everest Everest Group, Ltd. (Everest) is a global underwriting leader providing best-in-class property, casualty, and specialty reinsurance and insurance solutions that address customers’ most pressing challenges. Known for a 50-year track record of disciplined underwriting, capital, and risk management, Everest, through its global operating affiliates, is committed to underwriting opportunity for colleagues, customers, shareholders, and communities worldwide. Everest common stock (NYSE: EG) is a component of the S&P 500 index. Additional information about Everest, our people, and our products can be found on our website at www.everestglobal.com. This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. federal securities laws. Forward-looking statements include statements about the total value and benefits of the transaction, expected capital releases, expected charges, regulatory approvals, timing of closing and growth opportunities. These forward-looking statements reflect management’s current expectations based on assumptions we believe are reasonable but are not guarantees of performance. Actual results may differ materially from those contained in forward- looking statements made on behalf of the Company. Forward-looking statements involve risks and uncertainties that include, but are not limited to, our ability to execute and close the transaction, obtain regulatory approvals, effectuate the transition, policyholders’ failure to renew their policies with AIG and other factors described in our SEC filings, including but not limited to our latest Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.