Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2026
	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 1-15731

EVEREST GROUP, LTD.

(Exact name of registrant as specified in its charter)

Bermuda	98-0365432
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)		Seon Place – 4th Floor<br><br>141 Front Street<br><br>PO Box HM 845<br><br>Hamilton Bermuda	HM 19
---	---
(Address of principal executive offices)	(Zip Code)

441-295-0006

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Class	Trading Symbol	Name of Exchange where Registered
Common Shares, $0.01 par value	EG	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes	X	No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes	X	No

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

Large Accelerated Filer	X	Accelerated filer
Non-accelerated filer		Smaller reporting company
		Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes	No	X

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Number of Shares Outstanding at April 28, 2026
Common Shares, $0.01 par value	39,571,602

Table of Contents

EVEREST GROUP, LTD.

Table of Contents

Form 10-Q

		Page
	PART I
	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as ofMarch 31, 2026(unaudited) andDecember 31, 2025	1
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the threemonths endedMarch 31, 2026and2025(unaudited)	2
	Consolidated Statements of Changes in Shareholders’ Equity for thethreemonths endedMarch 31, 2026and2025(unaudited)	3
	Consolidated Statements of Cash Flows for thethree months ended March 31, 2026and2025(unaudited)	4
	Notes to Consolidated Interim Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	54
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	56

Table of Contents

Safe Harbor Disclosure.

This report 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 federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as “may”, “will”, “should”, “could”, “anticipate”, “estimate”, “expect”, “plan”, “believe”, “predict”, “potential” and “intend”. Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Actual events or results may differ materially from those expressed in forward-looking statements. Important factors that could cause actual events or results to be materially different from our forward-looking statements are discussed in our filings with the U.S. Securities and Exchange Commission (the “SEC”) include, but are not limited to, those described under the caption “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K (the “Form 10-K filing”). These include:

•the effects of catastrophic events on our financial results;

•losses from catastrophe exposure that exceed our projections;

•insufficient reserves for losses and loss adjustment expenses (“LAE”) due to the impact of social inflation or other factors;

•greater-than-expected loss ratios on business written by us and adverse development on claim and/or claim expense liabilities related to business written by our insurance and reinsurance subsidiaries;

•our failure to accurately assess underwriting risk and establish adequate premium rates;

•decreases in pricing for property and casualty reinsurance and insurance;

•our inability or failure to purchase adequate reinsurance;

•our ability to maintain our financial strength ratings;

•our ability to execute divestitures, obtain regulatory approvals and effectuate strategic transactions, including but not limited to the sale of our commercial retail insurance business globally;

•the failure of our insureds, intermediaries and reinsurers to satisfy their obligations to us;

•decline in our investment values and investment income due to exposure to financial markets conditions;

•the failure to maintain enough cash to meet near-term financial obligations;

•our ability to pay dividends, interest and principal, which is dependent on our ability to receive dividends, loan payments and other funds from subsidiaries in our holding company structure;

•reduced net income and capital levels due to foreign currency exchange losses;

•our sensitivity to unanticipated levels of inflation;

•the effects of global economic conditions, conflicts and measures taken by domestic or foreign governments on our business, including but not limited to the impact of tariffs imposed or threatened by the U.S. or foreign governments;

•our ability to attract and retain key executive officers and the executives and employees necessary to manage our business;

•the effect of cybersecurity risks, including technology breaches, systems or operational failures by us or our third-party service providers, and regulatory and legislative developments related to cybersecurity on our business;

•our dependence on brokers and agents for business development;

•material variation of analytical models used in decision making from actual results;

•the effects of business continuation risk on our operations;

•the effect on our business of the highly competitive nature of our industry, including the effects of new entrants to, competing products for and consolidation in the (re)insurance industry;

•an anti-takeover effect caused by insurance laws and provisions in the bye-laws of Group (as defined in Part I below);

•the difficulty investors in Group may have in protecting their interests compared to investors in a U.S. corporation;

•the effects of new regulation and our failure to comply with insurance laws and regulations and other regulatory challenges;

•the ability of Bermuda Re (as defined in Part I below) to obtain licenses or admittance in additional jurisdictions to develop its business;

•the ability of Bermuda Re to arrange for security to back its reinsurance impacting its ability to write reinsurance;

•changes in international and U.S. tax laws;

•the effect on Group and/or Bermuda Re should it/they become subject to taxes in jurisdictions where not currently subject to taxation; and

•the ability of subsidiary entities to pay dividends.

We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Table of Contents

PART I.    FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

EVEREST GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

		December 31,
(In millions of U.S. dollars, except par value per share)		2025
ASSETS:
Fixed maturities - available for sale, at fair value	34,651	$	34,573
(amortized cost: 2026, 35,137; 2025, 34,620, credit allowances: 2026, (53); 2025, (68))
Fixed maturities - held to maturity, at amortized cost
(fair value: 2026, 601; 2025, 576, net of credit allowances: 2026, (8); 2025, (6))		567
Equity securities, at fair value		180
Other invested assets		5,796
Short-term investments		2,994
Cash		1,318
Total investments and cash		45,429
Accrued investment income		436
Premiums receivable (net of credit allowances: 2026, (94); 2025, (94))		5,727
Reinsurance loss recoverables (net of credit allowances: 2026, (60); 2025, (57))		5,110
Funds held by reinsureds		1,326
Deferred acquisition costs		1,546
Prepaid reinsurance premiums		653
Income tax asset, net		915
Other assets (net of credit allowances: 2026, (17); 2025, (17))		1,372
TOTAL ASSETS	62,342	$	62,514
LIABILITIES:
Reserve for losses and loss adjustment expenses	34,649	$	34,312
Unearned premium reserve		7,275
Funds held under reinsurance treaties		267
Amounts due to reinsurers		642
Losses in course of payment		151
Senior notes		2,352
Long-term notes		218
Borrowings from FHLB		1,019
Accrued interest on debt and borrowings		21
Unsettled securities payable		—
Other liabilities		797
Total liabilities		47,054
Commitments and contingencies (Note 11)
SHAREHOLDERS' EQUITY:
Preferred shares, par value: 0.01; 50.0 shares authorized; no shares issued and outstanding		—
Common shares, par value: 0.01; 200.0 shares authorized; 74.5 (2026) and 74.4 (2025)
shares issued and outstanding		1
Additional paid-in capital		3,852
Accumulated other comprehensive income (loss), net of deferred income tax expense (benefit)
of (111) at 2026 and (23) at 2025		(52)
Treasury shares, at cost; 34.7 shares (2026) and 33.7 shares (2025)		(4,906)
Retained earnings		16,565
Total shareholders' equity		15,461
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	62,342	$	62,514

All values are in US Dollars.

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

EVEREST GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended<br>March 31,
(In millions of U.S. dollars, except per share amounts)	2026		2025
	(unaudited)
REVENUES:
Premiums earned	$	3,574	$	3,852
Net investment income	567		491
Net gains (losses) on investments	(10)		(7)
Other income (expense)	(63)		(73)
Total revenues	4,068		4,263
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses	2,217		2,893
Commission, brokerage, taxes and fees	825		824
Other underwriting expenses	216		238
Corporate expenses	38		21
Interest, fees and bond issue cost amortization expense	36		38
Total claims and expenses	3,332		4,015
INCOME (LOSS) BEFORE TAXES	736		248
Income tax expense (benefit)	83		39
NET INCOME (LOSS)	$	653	$	210
Other comprehensive income (loss), net of tax:
Unrealized appreciation (depreciation) ("URA(D)") of securities arising during the period	(375)		284
Reclassification adjustment for realized losses (gains) included in net income (loss)	1		4
Total URA(D) of securities arising during the period	(374)		289
Foreign currency translation and other adjustments	(35)		64
Reclassification adjustment for amortization of net (gain) loss included in net income (loss)	—		—
Total benefit plan net gain (loss) for the period	—		—
Total other comprehensive income (loss), net of tax	(410)		352
COMPREHENSIVE INCOME (LOSS)	$	243	$	562
EARNINGS PER COMMON SHARE:
Basic	$	16.21	$	4.90
Diluted	16.21		4.90

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

EVEREST GROUP, LTD.

CONSOLIDATED STATEMENTS OF

CHANGES IN SHAREHOLDERS’ EQUITY

	Three Months Ended<br>March 31,
(In millions of U.S. dollars, except dividends per share amounts)	2026		2025
	(unaudited)
COMMON SHARES (shares outstanding):
Balance beginning of period	40.7		43.0
Issued (redeemed) during the period, net	0.1		0.2
Treasury shares acquired	(1.0)		(0.6)
Balance end of period	39.8		42.5
COMMON SHARES (par value):
Balance beginning of period	$	1	$	1
Issued during the period, net	—		—
Balance end of period	1		1
ADDITIONAL PAID-IN CAPITAL:
Balance beginning of period	3,852		3,812
Share-based compensation plans	(3)		(13)
Balance end of period	3,849		3,799
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF DEFERRED INCOME TAXES:
Balance beginning of period	(52)		(1,138)
Net increase (decrease) during the period	(410)		352
Balance end of period	(462)		(786)
RETAINED EARNINGS:
Balance beginning of period	16,565		15,309
Net income (loss)	653		210
Dividends declared ($2.00 per share in 1Q 2026 and $2.00 per share in 1Q 2025)	(80)		(85)
Balance, end of period	17,139		15,434
TREASURY SHARES AT COST:
Balance beginning of period	(4,906)		(4,108)
Purchase of treasury shares	(331)		(200)
Share-based compensation plans	1		—
Balance end of period	(5,236)		(4,308)
TOTAL SHAREHOLDERS' EQUITY, END OF PERIOD	$	15,291	$	14,140

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

EVEREST GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended<br>March 31,
(In millions of U.S. dollars)	2026		2025
	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	653	$	210
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease (increase) in premiums receivable	92		(155)
Decrease (increase) in funds held by reinsureds, net	(65)		(35)
Decrease (increase) in reinsurance recoverables	(151)		(248)
Decrease (increase) in income taxes	66		35
Decrease (increase) in prepaid reinsurance premiums	105		71
Increase (decrease) in reserve for losses and loss adjustment expenses	553		1,343
Increase (decrease) in unearned premiums	(519)		(152)
Increase (decrease) in amounts due to reinsurers	26		19
Increase (decrease) in losses in course of payment	(10)		29
Change in equity adjustments in limited partnerships	(153)		(47)
Distribution of limited partnership income	34		22
Change in other assets and liabilities, net	18		(131)
Non-cash compensation expense	18		6
Amortization of bond premium (accrual of bond discount)	(29)		(46)
Net (gains) losses on investments	10		7
Net cash provided by (used in) operating activities	649		928
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called/repaid - available for sale	1,151		1,085
Proceeds from fixed maturities sold - available for sale	519		127
Proceeds from fixed maturities matured/called/repaid - held to maturity	20		55
Proceeds from fixed maturities sold - held to maturity	—		10
Proceeds from equity securities sold	—		50
Distributions from other invested assets	50		132
Cost of fixed maturities acquired - available for sale	(2,455)		(3,650)
Cost of fixed maturities acquired - held to maturity	(51)		(2)
Cost of other invested assets acquired	(98)		(103)
Net change in short-term investments	765		1,804
Net change in unsettled securities transactions	10		(77)
Net cash provided by (used in) investing activities	(88)		(569)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common shares issued (redeemed) during the period for share-based compensation, net of expense	(20)		(19)
Purchase of treasury shares	(330)		(200)
Dividends paid to shareholders	(80)		(85)
Cost of shares withheld on settlements of share-based compensation awards	(23)		(19)
Net cash provided by (used in) financing activities	(454)		(324)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	28		(18)
Net increase (decrease) in cash including balances classified as held-for-sale	134		17
Net increase (decrease) in cash balances classified as held-for-sale (1)	(38)		—
Cash, beginning of period	1,318		1,549
Cash, end of period	$	1,415	$	1,567
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid (recovered)	$	12	$	1
Interest paid	35		16
NON-CASH TRANSACTIONS:
Non-cash limited partnership distribution	$	—	$	8
Non-cash restructure of fixed maturity securities - available for sale and other invested assets	—		34
Non-cash restructure of fixed maturity securities - available for sale and equity securities	6		—

The accompanying notes are an integral part of the consolidated financial statements.

(1) See Note 6 for details of the assets and liabilities classified as “held-for-sale” as of March 31, 2026.

Table of Contents

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended March 31, 2026 and 2025

1.GENERAL

Everest Group, Ltd. (“Group”), a Bermuda company, through its subsidiaries, principally provides reinsurance and insurance in the U.S., Bermuda and international markets. As used in this document, “Company” and “Everest” mean Group and its subsidiaries.

Unless noted otherwise, all tabular dollar amounts are in millions of United States (“U.S.”) dollars (“U.S. dollars” or “$”). Some amounts may not reconcile due to rounding.

Recent Developments

On March 22, 2026, the Company entered into a definitive agreement to sell its Canadian Commercial Retail Insurance Operations, Everest Insurance Company of Canada (“Everest Canada”) to The Wawanesa Mutual Insurance Company (“Wawanesa”). The transaction is anticipated to close in the second half of 2026. See Note 6 of the Notes to these Consolidated Financial Statements for more information.

Effective January 1, 2026, the Company changed its reportable segments, previously reported as Reinsurance and Insurance, to Reinsurance Treaty, Global Wholesale & Specialty, and Legacy, following the sale of the renewal rights for its Global Commercial Retail Insurance business to American International Group, Inc. (“AIG”). This new segment presentation reflects the Company's sharpened focus on its core global Reinsurance Treaty business as well as its Global Wholesale & Specialty business, and positions the Company for strong performance across market cycles. Accordingly, the Company revised the presentation of its reportable segments to appropriately reflect how the business segments are now managed. See Note 7 of the Notes to the Consolidated Financial Statements for more information.

In October 2025, the Company entered into definitive agreements to sell the renewal rights for certain lines of the commercial retail insurance business in the U.S., U.K., European Union (“E.U.”) and Asia Pacific to AIG. See Note 6 of the Notes to the Consolidated Financial Statements for more information. Additionally, effective October 1, 2025, the Company entered into adverse development reinsurance agreements with State National Insurance Company, Inc. (“State National Reinsurer”) and MS Transverse Insurance Company (“MS Transverse Reinsurer”). See Note 5 of the Notes to the Consolidated Financial Statements for more information.

2.BASIS OF PRESENTATION

The unaudited consolidated financial statements of the Company as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025 include all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair statement of the results on an interim basis. Certain financial information, which is normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), has been omitted since it is not required for interim reporting purposes. The December 31, 2025 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The results for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2025, 2024 and 2023, included in the Company’s most recent Form 10-K filing.

The Company consolidates the results of operations and financial position of all voting interest entities ("VOE") in which the Company has a controlling financial interest and all variable interest entities ("VIE") in which the Company is considered to be the primary beneficiary. The consolidation assessment, including the determination as to whether an entity qualifies as a VIE or VOE, depends on the facts and circumstances surrounding each entity.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Ultimate actual results could differ, possibly materially, from those estimates.

All intercompany accounts and transactions have been eliminated.

Adoption of New Accounting Standards

Table of Contents

The Company did not adopt any new accounting standards that had a material impact during the three months ended March 31, 2026.

Future Adoption of Recently Issued Accounting Standards

The Company assessed the adoption impacts of recently issued accounting standards that are effective after 2026 by the Financial Accounting Standards Board (“FASB”) on the Company’s consolidated financial statements. Additionally, the Company assessed whether there have been material updates to previously issued accounting standards that are effective after 2026. There were no accounting standards identified, other than those directly referenced below, that are expected to have a material impact to Group.

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued Accounting Standard Update No. 2024-03, which requires additional disclosure about specific expense categories included in the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Prospective application is required, with retrospective application permitted. The Company is currently evaluating the effect the updated guidance will have on the Company's financial statement disclosures.

3.INVESTMENTS

As of March 31, 2026, we held $132 million and $15 million of fixed maturity securities - available for sale and short-term investments, respectively, for our Canadian Commercial Retail Insurance operations, reported as assets held-for-sale within Other assets. This compares to $139 million and $12 million of fixed maturity securities - available for sale and short-term investments, respectively, at December 31, 2025, which was included in total investments and cash. Refer to Note 6 of the Notes to the Consolidated Financial Statements for additional information.

The tables below present the amortized cost, allowance for credit losses, gross unrealized appreciation/(depreciation) (“URA(D)”) and fair value of fixed maturity securities - available for sale for the periods indicated:

	At March 31, 2026
(Dollars in millions)	Amortized<br>Cost		Allowance for<br>Credit Losses		Unrealized<br>Appreciation		Unrealized<br>Depreciation		Fair<br>Value
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	888	$	—	$	2	$	(17)	874
Obligations of U.S. states and political subdivisions	45		—		—		(5)		40
Corporate securities	9,987		(39)		110		(215)		9,843
Asset-backed securities	4,949		(14)		5		(43)		4,898
Mortgage-backed securities
Agency commercial	403		—		7		(2)		408
Non-agency commercial	1,249		—		2		(36)		1,215
Agency residential	5,429		—		53		(174)		5,309
Non-agency residential	1,772		—		17		(6)		1,783
Foreign government securities	2,375		—		21		(85)		2,311
Foreign corporate securities	8,040		—		132		(201)		7,970
Total fixed maturity securities - available for sale	$	35,137	$	(53)	$	352	$	(784)	$	34,651

(Some amounts may not reconcile due to rounding.)

Table of Contents

	At December 31, 2025
(Dollars in millions)	Amortized<br>Cost		Allowance for<br>Credit Losses		Unrealized<br>Appreciation		Unrealized<br>Depreciation		Fair<br>Value
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	845	$	—	$	4	$	(19)	$	830
Obligations of U.S. states and political subdivisions	45		—		—		(4)		41
Corporate securities	9,913		(54)		206		(183)		9,882
Asset-backed securities	5,094		(14)		14		(17)		5,077
Mortgage-backed securities
Agency commercial	404		—		9		(2)		412
Non-agency commercial	1,151		—		4		(33)		1,121
Agency residential	5,544		—		82		(161)		5,465
Non-agency residential	1,689		—		32		(1)		1,721
Foreign government securities	2,400		—		36		(64)		2,371
Foreign corporate securities	7,535		—		253		(135)		7,653
Total fixed maturity securities - available for sale	$	34,620	$	(68)	$	640	$	(619)	$	34,573

(Some amounts may not reconcile due to rounding.)

The following tables show amortized cost, allowance for credit losses, gross URA(D) and fair value of fixed maturity securities - held to maturity for the periods indicated:

	At March 31, 2026
(Dollars in millions)	Amortized<br>Cost		Allowance for<br>Credit Losses		Unrealized<br>Appreciation		Unrealized<br>Depreciation		Fair<br>Value
Fixed maturity securities - held to maturity
Corporate securities	$	181	$	(2)	$	4	$	(2)	$	180
Asset-backed securities	340		(5)		5		(7)		333
Mortgage-backed securities
Non-agency commercial	—		—		—		—		—
Foreign corporate securities	83		(1)		6		—		88
Total fixed maturity securities - held to maturity	$	604	(8)		$	14	$	(9)	$	601

(Some amounts may not reconcile due to rounding.)

	At December 31, 2025
(Dollars in millions)	Amortized<br>Cost		Allowance for<br>Credit Losses		Unrealized<br>Appreciation		Unrealized<br>Depreciation		Fair<br>Value
Fixed maturity securities - held to maturity
Corporate securities	$	166	$	(2)	$	7	$	(1)	$	169
Asset-backed securities	328		(3)		5		(8)		322
Mortgage-backed securities
Commercial	—		—		—		—		—
Foreign corporate securities	79		(1)		6		—		84
Total fixed maturity securities - held to maturity	$	573	$	(6)	$	18	$	(9)	$	576

(Some amounts may not reconcile due to rounding.)

Table of Contents

The amortized cost and fair value of fixed maturity securities - available for sale are shown in the following table by contractual maturity. As the stated maturity of such securities may not be indicative of actual maturities, the totals for mortgage-backed and asset-backed securities are shown separately.

	At March 31, 2026				At December 31, 2025
(Dollars in millions)	Amortized<br>Cost		Fair<br>Value		Amortized<br>Cost		Fair<br>Value
Fixed maturity securities – available for sale
Due in one year or less	$	1,425	$	1,389	$	1,440	$	1,405
Due after one year through five years	11,228		11,138		10,746		10,819
Due after five years through ten years	7,065		6,973		6,722		6,781
Due after ten years	1,617		1,539		1,830		1,772
Asset-backed securities	4,949		4,898		5,094		5,077
Mortgage-backed securities
Agency commercial	403		408		404		412
Non-agency commercial	1,249		1,215		1,151		1,121
Agency residential	5,429		5,309		5,544		5,465
Non-agency residential	1,772		1,783		1,689		1,721
Total fixed maturity securities - available for sale	$	35,137	$	34,651	$	34,620	$	34,573

(Some amounts may not reconcile due to rounding.)

The amortized cost and fair value of fixed maturity securities - held to maturity are shown in the following table by contractual maturity. As the stated maturity of such securities may not be indicative of actual maturities, the totals for mortgage-backed and asset-backed securities are shown separately.

	At March 31, 2026				At December 31, 2025
(Dollars in millions)	Amortized<br>Cost		Fair<br>Value		Amortized<br>Cost		Fair<br>Value
Fixed maturity securities – held to maturity
Due in one year or less	$	32	$	32	$	25	$	25
Due after one year through five years	86		86		68		69
Due after five years through ten years	42		43		4		4
Due after ten years	105		107		148		155
Asset-backed securities	340		333		328		322
Mortgage-backed securities
Non-agency commercial	—		—		—		—
Total fixed maturity securities - held to maturity	$	604	$	601	$	573	$	576

(Some amounts may not reconcile due to rounding.)

The changes in net URA(D) for the Company’s investments are as follows:

	Three Months Ended<br>March 31,
(Dollars in millions)	2026		2025
Increase (decrease) during the period between the fair value and cost of
investments carried at fair value, and deferred taxes thereon:
Fixed maturity securities - available for sale, held to maturity and short-term investments	$	(453)	$	347
Equity method investments	—		—
Change in URA(D), pre-tax	(453)		347
Deferred tax benefit (expense)	78		(59)
Change in URA(D), net of deferred taxes, included in shareholders’ equity	$	(374)	$	289

(Some amounts may not reconcile due to rounding.)

Table of Contents

The tables below display the aggregate fair value and gross unrealized depreciation of fixed maturity securities - available for sale by security type and contractual maturity, in each case subdivided according to length of time that the individual securities had been in a continuous unrealized loss position for the periods indicated:

	Duration of Unrealized Loss at March 31, 2026 by Security Type
	Less than 12 months				Greater than 12 months				Total
(Dollars in millions)	Fair Value		Gross<br>Unrealized<br>Depreciation		Fair Value		Gross<br>Unrealized<br>Depreciation		Fair Value		Gross<br>Unrealized<br>Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	449	$	(4)	$	280	$	(13)	$	729	$	(17)
Obligations of U.S. states and political subdivisions	2		—		33		(5)		34		(5)
Corporate securities	2,784		(58)		1,949		(156)		4,733		(214)
Asset-backed securities	1,970		(28)		426		(15)		2,396		(43)
Mortgage-backed securities
Agency commercial	86		(1)		16		(1)		102		(2)
Non-agency commercial	480		(6)		598		(30)		1,078		(36)
Agency residential	682		(7)		1,704		(167)		2,386		(174)
Non-agency residential	541		(5)		76		(1)		617		(6)
Foreign government securities	1,178		(34)		460		(51)		1,638		(85)
Foreign corporate securities	2,769		(76)		1,465		(125)		4,234		(201)
Total	$	10,939	$	(220)	$	7,007	$	(563)	$	17,946	$	(783)
Securities where an allowance for credit loss was recorded	41		(1)		—		—		41		(1)
Total fixed maturity securities - available for sale	$	10,980	$	(221)	$	7,007	$	(563)	$	17,987	$	(784)

(Some amounts may not reconcile due to rounding.)

	Duration of Unrealized Loss at March 31, 2026 by Maturity
	Less than 12 months				Greater than 12 months				Total
(Dollars in millions)	Fair Value		Gross<br>Unrealized<br>Depreciation		Fair Value		Gross<br>Unrealized<br>Depreciation		Fair Value		Gross<br>Unrealized<br>Depreciation
Fixed maturity securities - available for sale
Due in one year or less	$	307	$	(11)	$	523	$	(12)	$	830	$	(23)
Due in one year through five years	3,627		(68)		2,142		(162)		5,768		(230)
Due in five years through ten years	2,922		(78)		815		(94)		3,736		(172)
Due after ten years	325		(15)		707		(82)		1,033		(97)
Asset-backed securities	1,970		(28)		426		(15)		2,396		(43)
Mortgage-backed securities	1,789		(19)		2,394		(199)		4,182		(218)
Total	$	10,939	$	(220)	$	7,007	$	(563)	$	17,946	$	(783)
Securities where an allowance for credit loss was recorded	41		(1)		—		—		41		(1)
Total fixed maturity securities - available for sale	$	10,980	$	(221)	$	7,007	$	(563)	$	17,987	$	(784)

(Some amounts may not reconcile due to rounding.)

The aggregate fair value and gross unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position at March 31, 2026 were $18.0 billion and $784 million, respectively. The fair value of securities for the single issuer (the U.K. government), whose securities comprised the largest unrealized loss position at March 31, 2026, amounted to less than 1% of the overall fair value of the Company’s fixed maturity securities - available for sale. The fair value of the securities for the issuer with the second largest unrealized loss position at March 31, 2026 comprised less than 2% of the Company’s fixed maturity securities available for sale. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $221 million of unrealized losses related to fixed maturity securities - available for sale that have been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities, foreign government securities and asset-backed securities. Of these unrealized losses, $213 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. The $563 million of unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position for more than one year related primarily to domestic and

Table of Contents

foreign corporate securities, agency residential and non-agency commercial mortgage-backed securities and foreign government securities. Of these unrealized losses, $554 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations. The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments. Based upon the Company’s current evaluation of securities in an unrealized loss position as of March 31, 2026, the unrealized losses are due to changes in interest rates and non-issuer-specific credit spreads and are not credit-related. In addition, the contractual terms of these securities do not permit these securities to be settled at a price less than their amortized cost.

The tables below display the aggregate fair value and gross unrealized depreciation of fixed maturity securities - available for sale by security type and contractual maturity, in each case subdivided according to length of time that individual securities had been in a continuous unrealized loss position for the periods indicated:

	Duration of Unrealized Loss at December 31, 2025 by Security Type
	Less than 12 months				Greater than 12 months				Total
(Dollars in millions)	Fair Value		Gross<br>Unrealized<br>Depreciation		Fair Value		Gross<br>Unrealized<br>Depreciation		Fair Value		Gross<br>Unrealized<br>Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	244	$	(5)	$	333	$	(14)	$	577	$	(19)
Obligations of U.S. states and political subdivisions	2		—		33		(4)		35		(4)
Corporate securities	1,370		(31)		1,990		(147)		3,360		(179)
Asset-backed securities	802		(5)		429		(12)		1,231		(17)
Mortgage-backed securities
Agency commercial	43		(1)		17		(1)		60		(2)
Non-agency commercial	288		(5)		631		(29)		919		(33)
Agency residential	234		(3)		1,755		(158)		1,990		(161)
Non-agency residential	81		—		87		—		168		(1)
Foreign government securities	260		(4)		854		(61)		1,114		(64)
Foreign corporate securities	847		(15)		1,615		(120)		2,463		(135)
Total	$	4,171	$	(68)	$	7,745	$	(547)	$	11,916	$	(615)
Securities where an allowance for credit loss was recorded	24		(2)		14		(2)		37		(4)
Total fixed maturity securities - available for sale	$	4,194	$	(70)	$	7,759	$	(549)	$	11,953	$	(619)

(Some amounts may not reconcile due to rounding.)

	Duration of Unrealized Loss at December 31, 2025 by Maturity
	Less than 12 months				Greater than 12 months				Total
(Dollars in millions)	Fair Value		Gross<br>Unrealized<br>Depreciation		Fair Value		Gross<br>Unrealized<br>Depreciation		Fair Value		Gross<br>Unrealized<br>Depreciation
Fixed maturity securities - available for sale
Due in one year or less	$	165	$	(5)	$	675	$	(18)	$	840	$	(23)
Due in one year through five years	1,475		(33)		2,411		(156)		3,887		(189)
Due in five years through ten years	859		(14)		987		(99)		1,846		(112)
Due after ten years	223		(3)		752		(74)		975		(77)
Asset-backed securities	802		(5)		429		(12)		1,231		(17)
Mortgage-backed securities	646		(8)		2,490		(188)		3,137		(196)
Total	$	4,171	$	(68)	$	7,745	$	(547)	$	11,916	$	(615)
Securities where an allowance for credit loss was recorded	24		(2)		14		(2)		37		(4)
Total fixed maturity securities - available for sale	$	4,194	$	(70)	$	7,759	$	(549)	$	11,953	$	(619)

(Some amounts may not reconcile due to rounding.)

The aggregate fair value and gross unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position at December 31, 2025 were $12.0 billion and $619 million, respectively. The fair value of securities for the single issuer (the U.S. government), whose securities comprised the largest unrealized loss position at

Table of Contents

December 31, 2025, amounted to less than 1.7% of the overall fair value of the Company’s fixed maturity securities - available for sale. The fair value of the securities for the issuer with the second largest unrealized loss comprised less than 0.2% of the Company’s fixed maturity securities - available for sale. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $70 million of unrealized losses related to fixed maturity securities - available for sale that have been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities, asset-backed securities, non-agency commercial mortgage-backed securities and foreign government securities. Of these unrealized losses, $66 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. The $549 million of unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position for more than one year related primarily to domestic and foreign corporate securities, agency residential and non-agency commercial mortgage-backed securities and foreign government securities. Of these unrealized losses, $540 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations. The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments.

The components of net investment income are presented in the table below for the periods indicated:

	Three Months Ended<br>March 31,
(Dollars in millions)	2026		2025
Fixed maturities	$	393	$	386
Equity securities	2		1
Short-term investments and cash	26		48
Other invested assets
Limited partnerships	119		25
Other	37		30
Gross investment income before adjustments	577		490
Funds held interest income (expense)	4		12
Future policy benefit reserve income (expense)	—		—
Gross investment income	581		502
Investment expenses	13		11
Net investment income	$	567	$	491

(Some amounts may not reconcile due to rounding.)

The Company records results from limited partnership investments on the equity method of accounting with changes in value reported through net investment income. The net investment income from limited partnerships is dependent upon the Company’s share of the net asset values (“NAVs”) of interests underlying each limited partnership. Due to the timing of receiving financial information from these partnerships, the results are generally reported on a one month or quarter lag. If the Company determines there has been a significant decline in value of a limited partnership during this lag period, a loss will be recorded in the period in which the Company identifies the decline.

The Company had contractual commitments to invest up to an additional $2.3 billion in limited partnerships and private placement loan securities at March 31, 2026, which includes $1.3 billion specific to limited partnerships as noted below. These commitments will be funded when called in accordance with the partnership and loan agreements, which have investment periods that expire, unless extended, through 2036.

In 2022, the Company entered into corporate-owned life insurance (“COLI”) policies, which are invested in debt and equity securities. The COLI policies are carried within other invested assets at the policy cash surrender value of $1.9 billion and $1.9 billion as of March 31, 2026 and December 31, 2025, respectively.

Variable Interest Entities

The Company is engaged with various special purpose entities and other entities that are deemed to be VIEs, primarily as an investor through normal investment activities but also as an investment manager. A VIE is an entity that either has investors that lack certain essential characteristics of a controlling financial interest, such as simple majority kick-out rights, or lacks sufficient funds to finance its own activities without financial support provided by other entities. The Company performs ongoing qualitative assessments of its VIEs to determine whether the Company has a controlling

Table of Contents

financial interest in the VIE and therefore is the primary beneficiary. The Company is deemed to have a controlling financial interest when it has both the ability to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the Company’s assessment, if it determines it is the primary beneficiary, the Company consolidates the VIE in the Company’s consolidated financial statements. As of March 31, 2026 and December 31, 2025, the Company did not hold any investments for which it is the primary beneficiary.

The Company, through normal investment activities, makes passive investments in general and limited partnerships and other alternative investments. For these non-consolidated VIEs, the Company has determined it is not the primary beneficiary as it has no ability to direct activities that could significantly affect the economic performance of the investments. The Company’s maximum exposure to loss as of March 31, 2026 and December 31, 2025 is limited to the total carrying value of $4.0 billion and $3.9 billion, respectively, which are included in general and limited partnerships.

As of March 31, 2026, the Company has outstanding commitments totaling $1.3 billion whereby the Company is committed to fund these investments and may be called by the partnership during the commitment period to fund the purchase of new investments and partnership expenses. These investments are generally of a passive nature in that the Company does not take an active role in management.

In addition, the Company makes passive investments in structured securities issued by VIEs for which the Company is not the manager. These investments are included in asset-backed securities, which includes collateralized loan obligations, and are classified as fixed maturities, available for sale. The Company has not provided financial or other support with respect to these investments other than its original investment. For these investments, the Company determined it is not the primary beneficiary due to the relative size of the Company’s investment in comparison to the principal amount of the structured securities issued by the VIEs, credit subordination that reduces the Company’s obligation to absorb losses or right to receive benefits or the Company’s inability to direct the activities that most significantly impact the economic performance of the VIEs. The Company’s maximum exposure to loss on these investments is limited to the amount of the Company’s investment.

The components of net gains (losses) on investments are presented in the table below for the periods indicated:

	Three Months Ended<br>March 31,
(Dollars in millions)	2026		2025
Credit allowance on fixed maturity securities	13		(1)
Gains (losses) from fair value adjustment on public equities	$	(7)	$	(2)
Net realized gains (losses) from dispositions:
Fixed maturities	(16)		(4)
Equity securities	—		—
Other Invested Assets	—		—
Short-term investments	—		—
Total net realized gains (losses) from dispositions	(16)		(5)
Total net gains (losses) on investments	(10)		(7)

(Some amounts may not reconcile due to rounding.)

Table of Contents

The following tables provide a roll forward of the Company’s beginning and ending balance of allowance for credit losses for the periods indicated:

		Roll Forward of Allowance for Credit Losses - Fixed Maturities - Available for Sale
	Three Months Ended March 31, 2026
(Dollars in millions)		Corporate<br>Securities		Asset-Backed<br>Securities		Total
Beginning balance		$	(54)	$	(14)	$	(68)
Credit losses on securities where credit
losses were not previously recorded		(1)		—		(1)
Increases in allowance on previously
impaired securities		(6)		—		(6)
Decreases in allowance on previously
impaired securities		—		—		—
Reduction in allowance due to disposals		22		—		22
Balance, end of period		$	(39)	$	(14)	$	(53)

(Some amounts may not reconcile due to rounding.)

	Roll Forward of Allowance for Credit Losses - Fixed Maturities - Available for Sale
	Three Months Ended March 31, 2025
(Dollars in millions)	Corporate<br>Securities		Asset-Backed<br>Securities		Total
Beginning balance	$	(35)	$	—	$	(36)
Credit losses on securities where credit
losses were not previously recorded	(1)		—		(1)
Increases in allowance on previously
impaired securities	—		—		—
Decreases in allowance on previously
impaired securities	—		—		—
Reduction in allowance due to disposals	—		—		—
Balance, end of period	$	(36)	$	—	$	(37)

(Some amounts may not reconcile due to rounding.)

		Roll Forward of Allowance for Credit Losses - Fixed Maturities - Held to Maturity
	Three Months Ended March 31, 2026
(Dollars in millions)		Corporate<br>Securities		Asset-Backed<br>Securities		Foreign<br>Corporate<br>Securities		Total
Beginning balance		$	(2)	$	(3)	$	(1)	$	(6)
Credit losses on securities where credit
losses were not previously recorded		—		(2)		—		(2)
Increases in allowance on previously
impaired securities		—		—		—		—
Decreases in allowance on previously
impaired securities		—		—		—		—
Reduction in allowance due to disposals		—		—		—		—
Balance, end of period		$	(2)	$	(5)	$	(1)	$	(8)

(Some amounts may not reconcile due to rounding.)

Table of Contents

	Roll Forward of Allowance for Credit Losses - Fixed Maturities - Held to Maturity
	Three Months Ended March 31, 2025
(Dollars in millions)	Corporate<br>Securities		Asset-Backed<br>Securities		Foreign<br>Corporate<br>Securities		Total
Beginning balance	$	(2)	$	(4)	$	(1)	(8)
Credit losses on securities where credit
losses were not previously recorded	—		—		—		—
Increases in allowance on previously
impaired securities	—		—		—		—
Decreases in allowance on previously
impaired securities	—		—		—		—
Reduction in allowance due to disposals	—		—		—		—
Balance, end of period	(2)		(4)		$	(1)	$	(8)

(Some amounts may not reconcile due to rounding.)

The proceeds and split between gross gains and losses from sales of fixed maturity securities - available for sale, fixed maturity securities - held to maturity and equity securities are presented in the table below for the periods indicated:

	Three Months Ended<br>March 31,
(Dollars in millions)	2026		2025
Proceeds from sales of fixed maturity securities - available for sale	$	519	$	127
Gross gains from sales	14		5
Gross losses from sales	(30)		(9)
Proceeds from sales of fixed maturity securities - held to maturity	$	—	$	10
Gross gains from sales	—		—
Gross losses from sales	—		(1)
Proceeds from sales of equity securities	$	—	$	50
Gross gains from sales	—		—
Gross losses from sales	—		—

(Some amounts may not reconcile due to rounding.)

In 2025, the Company sold fixed maturity securities - held to maturity with a net carrying amount of $11 million, which had realized losses of $1 million as part of the sale. The Company's decision to sell was due to significant credit deterioration of the issuer of the securities. There were no sales of fixed maturity securities - held to maturity for the three months ended March 31, 2026.

4.FAIR VALUE

GAAP guidance regarding fair value measurements addresses how companies should measure fair value when they are required to use fair value measures for recognition or disclosure purposes under GAAP and provides a common definition of fair value to be used throughout GAAP. It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly fashion between market participants at the measurement date. In addition, it establishes a three-level valuation hierarchy for the disclosure of fair value measurements. The valuation hierarchy is based on the transparency of inputs to the valuation of an asset or liability. The level in the hierarchy within which a given fair value measurement falls is determined based on the lowest level input that is significant to the measurement, with Level 1 being the highest priority and Level 3 being the lowest priority.

Table of Contents

The levels in the hierarchy are defined as follows:

Level 1:	Inputs to the valuation methodology are observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in an active market;
Level 2:	Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;
Level 3:	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s fixed maturity and equity securities are managed both internally and on an external basis by independent, professional investment managers using portfolio guidelines approved by the Company. The Company obtains prices from nationally recognized pricing services. These services seek to utilize market data and observations in their evaluation process. These services use pricing applications that vary by asset class and incorporate available market information. When fixed maturity securities do not trade on a daily basis, the services will apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. In addition, they use model processes, such as the Option Adjusted Spread model to develop prepayment and interest rate scenarios for securities that have prepayment features.

The Company does not make any changes to prices received from the pricing services. In addition, the Company has procedures in place to review the reasonableness of the prices from the service providers and may request verification of the prices. The Company also continually performs quantitative and qualitative analysis of prices, including but not limited to initial and ongoing review of pricing methodologies, review of prices obtained from pricing services and third party investment asset managers, review of pricing statistics and trends and comparison of prices for certain securities with a secondary price source for reasonableness. No material variances were noted during these price validation procedures. In limited situations, where financial markets are inactive or illiquid, the Company may use its own assumptions about future cash flows and risk-adjusted discount rates to determine fair value.

At March 31, 2026 and December 31, 2025, $2.6 billion and $2.5 billion, respectively, of fixed maturities were fair valued using unobservable inputs. The majority of these fixed maturities were valued by investment managers’ valuation committees and many of these fair values were substantiated by valuations from independent third parties. The Company has procedures in place to evaluate these independent third-party valuations.

Equity securities denominated in U.S. currency with quoted prices in active markets for identical assets are categorized as Level 1 since the quoted prices are directly observable. Equity securities traded on foreign exchanges are categorized as Level 2 due to the added input of a foreign exchange conversion rate to determine fair value. The Company uses foreign currency exchange rates published by nationally recognized sources.

Fixed maturity securities listed in the tables have been categorized as Level 2, since a particular security may not have traded but the pricing services are able to use valuation models with observable market inputs such as interest rate yield curves and prices for similar fixed maturity securities in terms of issuer, maturity and seniority. For foreign government securities and foreign corporate securities, the fair values are provided by the third-party pricing services in local currencies, and where applicable, are converted to U.S. dollars using currency exchange rates from nationally recognized sources.

In addition, some of the fixed maturities with fair values categorized as Level 3 result when prices are not available from the nationally recognized pricing services, are obtained from investment managers and are derived using unobservable inputs. The Company will value the securities with unobservable inputs using comparable market information or receive fair values from investment managers. The investment managers may obtain non-binding price quotes for the securities from brokers. The single broker quotes are provided by market makers or broker-dealers who are recognized as market participants in the markets in which they are providing the quotes. The prices received from brokers are reviewed for reasonableness by the third-party asset managers and the Company. If the broker quotes are for foreign denominated securities, the quotes are converted to U.S. dollars using currency exchange rates from nationally recognized sources.

Table of Contents

The composition and valuation inputs for the presented fixed maturities categories Level 1 and Level 2 are as follows:

•U.S. Treasury securities and obligations of U.S. government agencies and corporations are primarily comprised of U.S. Treasury bonds, and the fair value is based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields;

•Obligations of U.S. states and political subdivisions are comprised of state and municipal bond issuances and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;

•Corporate securities are primarily comprised of U.S. corporate bond issuances and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;

•Asset-backed and mortgage-backed securities fair values are based on observable inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields and cash flow models using observable inputs such as prepayment speeds, collateral performance and default spreads;

•Foreign government securities are comprised of global non-U.S. sovereign bond issuances and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads and then, where applicable, are converted to U.S. dollars using an exchange rate from a nationally recognized source; and

•Foreign corporate securities are comprised of global non-U.S. corporate bond issuances and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads and then, where applicable, are converted to U.S. dollars using an exchange rate from a nationally recognized source.

Excluded from our fair value hierarchy disclosures as of March 31, 2026 are $132 million of fixed maturity - available for sale securities that have been reclassified to assets held-for-sale reported within other assets at March 31, 2026, representing invested assets related to our Canadian Commercial Retail Insurance operations. Additionally, as of March 31, 2026, $15 million of short term investments related to our Canadian Commercial Retail Insurance operations have been reclassified to assets held-for-sale reported within other assets; short-term investments are stated at cost, which approximates fair value. See Note 6 of the Notes to the Consolidated Financial Statements for more information.

Table of Contents

The following tables present the fair value measurement levels for all assets, which the Company has recorded at fair value as of the periods indicated:

			Fair Value Measurement Using
	March 31, 2026		Quoted Prices<br>in Active<br>Markets for<br>Identical<br>Assets<br>(Level 1)		Significant<br>Other<br>Observable<br>Inputs<br>(Level 2)		Significant<br>Unobservable<br>Inputs<br>(Level 3)
(Dollars in millions)
Assets:
Fixed maturities - available for sale
U.S. Treasury securities and obligations of U.S. government
agencies and corporations	$	874	$	—	$	874	$	—
Obligations of U.S. States and political subdivisions	40		—		40		—
Corporate securities	9,843		—		9,479		364
Asset-backed securities	4,898		—		2,708		2,190
Mortgage-backed securities
Agency commercial	408		—		408		—
Non-agency commercial	1,215		—		1,215		—
Agency residential	5,309		—		5,309		—
Non-agency residential	1,783		—		1,783		—
Foreign government securities	2,311		—		2,311		—
Foreign corporate securities	7,970		—		7,957		14
Total fixed maturities - available for sale	34,651		—		32,084		2,568
Equity securities, fair value	177		89		89		—

(Some amounts may not reconcile due to rounding.)

			Fair Value Measurement Using
	December 31, 2025		Quoted Prices<br>in Active<br>Markets for<br>Identical<br>Assets<br>(Level 1)		Significant<br>Other<br>Observable<br>Inputs<br>(Level 2)		Significant<br>Unobservable<br>Inputs<br>(Level 3)
(Dollars in millions)
Assets:
Fixed maturities - available for sale
U.S. Treasury securities and obligations of U.S. government
agencies and corporations	$	830	$	—	$	830	$	—
Obligations of U.S. States and political subdivisions	41		—		41		—
Corporate securities	9,882		—		9,512		370
Asset-backed securities	5,077		—		2,987		2,091
Mortgage-backed securities
Agency commercial	412		—		412		—
Non-agency commercial	1,121		—		1,121		—
Agency residential	5,465		—		5,465		—
Non-agency residential	1,721		—		1,721		—
Foreign government securities	2,371		—		2,371		—
Foreign corporate securities	7,653		—		7,639		14
Total fixed maturities - available for sale	34,573		—		32,099		2,474
Equity securities, fair value	180		88		92		—

(Some amounts may not reconcile due to rounding.)

Table of Contents

The following tables present the activity under Level 3, fair value measurements using significant unobservable inputs for fixed maturities - available for sale, for the periods indicated:

		Total Fixed Maturities - Available for Sale
	Three Months Ended March 31, 2026
(Dollars in millions)		Corporate<br>Securities		Asset-Backed<br>Securities		Foreign<br>Corporate		Total
Beginning balance of fixed maturities		$	370	$	2,091	$	14	$	2,474
Total gains or (losses) (realized/unrealized)
Included in earnings		(2)		—		—		(2)
Included in other comprehensive income (loss)		2		(4)		—		(2)
Purchases, issuances and settlements		(6)		103		—		97
Transfers in/(out) of Level 3 and reclassification of
securities in/(out) of investment categories		—		—		—		—
Ending balance of fixed maturities		$	364	$	2,190	$	14	$	2,568
The amount of total gains or losses for the period
included in earnings (or changes in net assets)
attributable to the change in unrealized gains
or losses relating to assets still held at
the reporting date		$	(1)	$	—	$	—	$	(1)

(Some amounts may not reconcile due to rounding.)

	Total Fixed Maturities - Available for Sale
	Three Months Ended March 31, 2025
(Dollars in millions)	Corporate<br>Securities		Asset-Backed<br>Securities		Foreign<br>Corporate		Total
Beginning balance of fixed maturities	$	518	$	1,657	$	14	$	2,189
Total gains or (losses) (realized/unrealized)
Included in earnings	—		—		—		—
Included in other comprehensive income (loss)	(6)		1		—		(5)
Purchases, issuances and settlements	(45)		94		—		49
Transfers in/(out) of Level 3 and reclassification of
securities in/(out) of investment categories	—		—		—		—
Ending balance of fixed maturities	$	468	$	1,752	$	14	$	2,234
The amount of total gains or losses for the period
included in earnings (or changes in net assets)
attributable to the change in unrealized gains
or losses relating to assets still held at
the reporting date	$	—	$	—	$	—	$	—

(Some amounts may not reconcile due to rounding.)

There were no transfers of assets in/(out) of Level 3 for the three months ended March 31, 2026 or the three months ended March 31, 2025.

Financial Instruments Disclosed, But Not Reported, at Fair Value

Certain financial instruments disclosed, but not reported, at fair value are excluded from the fair value hierarchy tables above. Fair values and valuation hierarchy of fixed maturity securities – held to maturity, senior notes and long-term subordinated notes can be found within Notes 3, 9 and 10 of the Notes to the Consolidated Financial Statements, respectively. Short-term investments are stated at cost, which approximates fair value.

Exempt from Fair Value Disclosure Requirements

Certain financial instruments are exempt from the requirements for fair value disclosure, such as limited partnerships accounted for under the equity method and pension and other postretirement obligations. The Company’s investments in COLI policies are recorded at their cash surrender value and are therefore not required to be included in the tables above. See Note 3 of the Notes to the Consolidated Financial Statements for details of investments in COLI policies.

Table of Contents

In addition, $220 million and $233 million of investments within other invested assets on the consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively, are not included within the fair value hierarchy tables, as the assets are measured at NAV as a practical expedient to determine fair value.

5.RESERVE FOR LOSSES AND LAE

The following table provides a roll forward of the Company’s beginning and ending reserve for losses and LAE and is summarized for the periods indicated:

	Three Months Ended<br>March 31,
	2026		2025
(Dollars in millions)
Gross reserves beginning of period	$	34,312	$	29,889
Less reinsurance recoverables on unpaid losses	(3,715)		(2,915)
Net reserves beginning of period	30,597		26,975
Incurred related to:
Current year	2,250		2,893
Prior years	(33)		—
Prior years, impact from retroactive reinsurance	—		—
Total incurred losses and LAE	2,217		2,893
Paid related to:
Current year	297		410
Prior years	1,268		1,346
Total paid losses and LAE	1,565		1,755
Foreign exchange/translation adjustment	(145)		224
Retroactive reinsurance adjustment	—		—
Net reserves end of period	31,104		28,337
Plus reinsurance recoverables on unpaid losses (1)	3,545		3,175
Gross reserves end of period	$	34,649	$	31,512

(1) This amount excludes the unpaid recoverable of the adverse development reinsurance agreements of $1.25 billion as of March 31, 2026.

(Some amounts may not reconcile due to rounding.)

Current year incurred losses were $2.3 billion and $2.9 billion for the three months ended March 31, 2026 and 2025, respectively. Current year incurred losses decreased overall due to a decrease of $239 million of current year attritional losses in 2026 compared to 2025, as well as a decrease of $404 million in 2026 current year catastrophe losses. 2025 current year attritional losses for the three months ended March 31, 2025 included approximately $83 million from the Washington D.C. aviation incident.

The net favorable development on prior year reserves of $33 million was primarily due to favorable prior year development on catastrophe losses of $70 million, driven by the release of reserves for well-seasoned 2023 and 2024 events, as well as 2025 Southern California wildfires reserves, partially offset by $37 million unfavorable development on prior year attritional losses primarily driven by development of Russia/Ukraine losses.

The current year catastrophe losses of $130 million for the three months ended March 31, 2026 related primarily to the 2026 Middle East Conflict ($58 million), the 2026 Winter Storm Fern ($27 million), the 2026 U.S. Winter Weather Events ($20 million), the 2026 Kristin Storms ($15 million) and the 2026 Nils Storms ($10 million). The $534 million of current year catastrophe losses for the three months ended March 31, 2025 related to the 2025 Southern California wildfires ($512 million) and the Myanmar earthquake ($22 million).

We are exposed to losses arising from unpredictable catastrophic events, including, but not limited to, weather-related and other natural catastrophes, as well as acts of terrorism, wars, pandemics, political instability and significant cyber or operational incidents, for which liabilities cannot be estimated using traditional reserving techniques. For example, we have exposure to losses due to the uncertainty regarding the current conflict in the Middle East.

Table of Contents

Adverse Development Reinsurance Agreements

Effective October 1, 2025, the Company through its subsidiaries Everest Re and Bermuda Re (collectively, the “Ceding Companies”) (1) entered into an adverse development reinsurance agreement (the “State National Reinsurance Agreement”) with State National Reinsurer and (2) entered into an adverse development reinsurance agreement (the “MS Transverse Reinsurance Agreement”) with MS Transverse Reinsurer (collectively the “Reinsurers”). The Reinsurance Agreements are supported on a retrocessional basis by Longtail Re, an affiliate of Stone Ridge Capital.

The agreements reinsure potential adverse loss development for accident years 2024 and prior arising out of the Ceding Companies’ North American liabilities within the Global Wholesale & Specialty and Legacy segments (“Subject Business”), subject to exclusions for certain liabilities, including among others those related to the Asbestos and Environmental (“A&E”) reserves included in the Legacy segment. At the time the Company entered into the agreement, the carried reserves held for the Subject Business, pursuant to the Reinsurance Agreements, were $5.4 billion.

Under the State National Reinsurance Agreement, the Company paid a reinsurance premium of $1.30 billion, including interest, to State National Reinsurer to assume $1.30 billion of carried reserves as of September 30, 2025, and potential subsequent adverse development for net paid losses on an approximately 85.7 percent coinsurance basis up to an aggregate limit of $600 million above the Company’s net carried reserves for the Subject Business.

Under the State National Reinsurance Agreement $250 million of the reinsurance premium was placed into a funds withheld collateral trust account as security for State National Reinsurer’s claim payment obligations to the Company.

Under the MS Transverse Reinsurance Agreement, the Company paid a reinsurance premium of $122 million to MS Transverse Reinsurer to assume potential subsequent adverse development for net paid losses on an 80 percent coinsurance basis up to an aggregate limit of $400 million. The $122 million payment to MS Transverse Reinsurer exceeds the retroactive reinsured liabilities and represents excess compensation for the uncertainty of future claims development, as a result the Company recognized an immediate pre-tax loss of $122 million in Incurred losses and loss adjustment expenses in the Company’s 2025 consolidated statement of operations. Mitsui Sumitomo Insurance Company Limited, the parent of MS Transverse Reinsurer, has provided a parental guarantee to secure its obligations under the agreement.

The Company has retained the risk of collection on amounts due from other third-party reinsurers and continues to be responsible for claims handling and other administrative services, subject to certain conditions.

As of March 31, 2026 and December 31, 2025, the Company had a deferred gain of $2 million and $3 million, respectively. The deferred gain would be recognized over the claim settlement period in the proportion of the amount of cumulative ceded losses collected from the reinsurer to the estimated ultimate reinsurance recoveries. The total covered losses ceded to State National Reinsurer as of March 31, 2026 and December 31, 2025 were $1.25 billion and $1.25 billion, respectively. The aggregated unexpired limit for State National Reinsurer as of March 31, 2026 and December 31, 2025 was $598 million and $597 million, respectively. The aggregated unexpired limit for MS Transverse Reinsurer as of March 31, 2026 and December 31, 2025 was $400 million.

Table of Contents

6.SALE OF COMMERCIAL RETAIL BUSINESS AND RENEWAL RIGHTS

Sale of Canadian Commercial Retail Insurance Operations

On March 22, 2026, Everest Underwriting Group (Ireland) Limited (“EUGIL”), an Irish direct subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with The Wawanesa Mutual Insurance Company, a mutual insurance company existing under the Insurance Companies Act (Canada) (“Buyer”), pursuant to which EUGIL agreed to sell to Buyer, or a Canadian affiliate thereof, all of the outstanding shares of capital of Everest Canada, a Canadian insurance company and a wholly owned subsidiary of EUGIL, representing the Company’s Canadian Commercial Retail Insurance operations for C$410 million, subject to adjustment. The closing of the transaction pursuant to the Purchase Agreement is subject to the satisfaction of customary closing conditions, including the receipt of antitrust approval from the Commissioner of Competition and insurance regulatory approval from the Minister of Finance (Canada).

In connection with the Purchase Agreement, (i) Everest Canada will enter into a loss portfolio transfer reinsurance agreement with Everest Reinsurance Company (Canadian Branch), a Delaware reinsurance company and affiliate of EUGIL (“ERC - Canadian Branch”), pursuant to which ERC - Canadian Branch will reinsure certain liabilities of Everest Canada with respect to insurance business written prior to the closing of the transaction, (ii) EUGIL or an affiliate thereof and Buyer or an affiliate thereof will enter into a transition services agreement for specified transition services to be provided to Buyer and its affiliates and (iii) EUGIL and its affiliates, on the one hand, and Buyer and its affiliates, on the other hand, will enter into such other ancillary agreements as contemplated in the Purchase Agreement. Upon execution of the loss portfolio transfer reinsurance agreement described in item (i), assets held-for-sale would be comprised of only investments and cash at the time of the transaction close.

The transaction is anticipated to close in the second half of 2026, pursuant to customary regulatory approvals and closing conditions. For more details, see the Current Report on Form 8-K filed with the SEC on March 23, 2026 and the Purchase Agreement filed as Exhibit 32.2 hereto.

The following table presents the carrying amounts of assets and liabilities held-for-sale related to the pending sale of Everest Canada described above:

(Dollars in millions)	March 31, 2026
Assets held-for-sale (1)
Fixed maturities - available for sale, at fair value	$	132
Short-term investments	15
Cash	38
Total investments and cash	185
Accrued investment income	1
Income tax asset, net	6
Other assets	19
Total assets held-for-sale	$	212
Liabilities held-for-sale (2)
Other liabilities	1
Total liabilities held-for-sale	$	1

(1) Assets held-for-sale are included in other assets on the consolidated balance sheets and are defined as assets associated with pending business dispositions. The Company classifies a business as held-for-sale when the Company has entered into an agreement to sell the business and certain other specified criteria are met. The business classified as held-for-sale is recorded at the lower of carrying value or estimated fair value, less costs to sell. If the carrying value of the business exceeds its estimated fair value, less costs to sell, a loss is recognized when the criteria for the held-for-sale classification as described above are met. If the estimated fair value, less costs to sell, exceeds the carrying value of the business, the gain is recorded when the sale is completed.

(2) Liabilities held-for-sale are included in other liabilities on the consolidated balance sheets and are defined as liabilities associated with pending business dispositions. See description of assets held-for-sale above for further definition of the held-for-sale classification. The Company has implemented a prospective presentation and disclosure of assets and liabilities held-for-sale.

The pre-tax net income (loss) of our held-for-sale business was not significant for the three months ended March 31, 2026.

As of March 31, 2026, the Company reported held-for-sale assets and liabilities within the other assets and other liabilities captions on the consolidated balance sheets, respectively. Everest Canada operating results continue to be reported within the consolidated statements of operations and as part of the Legacy segment for the three months ended March 31, 2026. The Company has determined that the Purchase Agreement does not represent a strategic shift, and therefore, does not meet the requirements for discontinued operations.

Table of Contents

Sale of Certain Commercial Retail Insurance Renewal Rights

On October 26, 2025, the Company entered into a Master Transaction Agreement (the “ROW Master Transaction Agreement”) with AIG (the “Buyer”), pursuant to which the Company agreed to cause (i) Everest International Reinsurance, Ltd. - Australian Branch and Everest International Reinsurance, Ltd. - Singapore Branch, (ii) Everest Insurance (Ireland), dac - UK Branch and (iii) Everest National Insurance Company, Everest Indemnity Insurance Company, Everest Security Insurance Company, Everest Premier Insurance Company and Everest Denali Insurance Company, Everest International Assurance, Ltd. and Everest Reinsurance Company to sell to Buyer the renewal rights in respect of certain lines of commercial retail insurance business, subject to certain exclusions as set forth in the ROW Master Transaction Agreement, for an aggregate purchase price of $252 million.

Pursuant to the ROW Master Transaction Agreement, if the gross written premium paid and payable to the Buyer in respect to the Aggregate Renewed Premiums (as defined in the ROW Master Transaction Agreement) from the closing date of the transaction to December 31, 2027 are less than 80% of the aggregate premiums for the year ended December 31, 2025, the Company will reimburse a portion of the aggregate purchase price under the ROW Master Transaction Agreement to the Buyer based on the relative percentage of such 2025 premiums renewed, which amount shall not exceed $70 million.

The closing of the transaction pursuant to the ROW Master Transaction Agreement occurred on October 26, 2025. Upon closing of the transaction, the Company recognized a $204 million gain on sale included in other income (expense) in its consolidated statements of operations for the year ended December 31, 2025. The remaining $47 million was recorded as a liability within Other liabilities on the Company’s consolidated balance sheet as of December 31, 2025 due to significant uncertainty related to factors outside the Company's influence, including the Buyer's underwriting decisions and the period until resolution. The Company also received and recognized $30 million for originating and structuring the transaction in other income (expense) in its consolidated statements of operations for the year ended December 31, 2025.

In addition, on October 26, 2025, the Company entered into a Master Transaction Agreement (the “EU Master Transaction Agreement,” and together with the ROW Master Transaction Agreement, the “Master Transaction Agreements”), between the Company and the Buyer, pursuant to which the Company agreed to cause Everest Insurance (Ireland), dac to sell to the Buyer, the renewal rights in respect of certain lines of commercial retail insurance business written by Everest Insurance (Ireland), dac in certain countries in the E.U., 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, which occurred on December 10, 2025. Upon closing of the transaction, the Company recognized a $55 million gain on sale included in other income (expense) in its consolidated statements of operations for the year ended December 31, 2025.

The final purchase price under the Master Transaction Agreements will be adjusted to equal 15% of the gross written premiums of the subject business for the year ended December 31, 2025, inclusive of agreed-upon year-end renewals as agreed between the Company and the Buyer.

Under the Master Transaction Agreements, the Buyer has also agreed to pay the Company a total of $10 million per month for nine months for specified transition services starting January 1, 2026.

In addition, as a result of the Master Transaction Agreements, the Company also recorded severance costs and impairments of capitalized software in the amounts of $28 million and $83 million, respectively, for the year ended December 31, 2025. Legal expenses and merger and acquisition fees related to the sale were $21 million for the year ended December 31, 2025. For the quarter ended March 31, 2026, the Company recognized $81 million of net transaction expenses associated with the this agreement primarily relating to additional severance and retention expenses. These expenses were recorded in other income (expense) in its consolidated statements of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026.

7.SEGMENT REPORTING

Effective January 1, 2026, the Company changed its reportable segments, previously reported as Reinsurance and Insurance, to Reinsurance Treaty, Global Wholesale & Specialty, and Legacy, following the sale of the renewal rights for its Global Commercial Retail Insurance business to AIG. This new segment presentation reflects the Company's sharpened focus on its core global Reinsurance Treaty business as well as its Global Wholesale & Specialty business, and

Table of Contents

positions the Company for strong performance across market cycles. Accordingly, the Company revised the presentation of its reportable segments to appropriately reflect how the business segments are now managed.

Our Legacy segment primarily includes the divested and held-for-sale parts of the commercial retail insurance business and the results of our sports and leisure business that was sold in October 2024 consisting of policies written prior to the sale and certain new and renewed policies written on the Company’s paper post sale. Additionally, this segment includes run-off A&E exposures, certain discontinued insurance programs, and certain discontinued insurance and reinsurance coverage classes. The Legacy segment does not generally sell insurance or reinsurance products but is responsible for the management of existing policies and settlement of related losses. Certain commercial retail insurance policies will be renewed on the Company’s paper for a finite period in 2026. As a result, the Company has three reportable segments, however, only two that actively sell products, Reinsurance Treaty and Global Wholesale & Specialty, consistent with how the on-going business is managed. These segment presentation changes have been reflected retrospectively.

Our three reportable segments each have executive leadership who are responsible for the overall performance of their respective segments and who are directly accountable to our chief operating decision maker (“CODM”), the President and Chief Executive Officer (“CEO”) of Everest Group, Ltd., who is ultimately responsible for reviewing the business to assess performance, make operating decisions and allocate resources. We report the results of our operations consistent with the manner in which our CODM reviews the business. These reportable segments are managed independently, but conform with corporate guidelines with respect to pricing, risk management, control of aggregate catastrophe exposures, capital, investments and support operations.

The Company does not review and evaluate the financial results of its segments based upon balance sheet data. Management generally monitors and evaluates the financial performance of these segments based upon their underwriting results. Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses. The Company measures its underwriting results using ratios, in particular, loss, commission and brokerage and other underwriting expense ratios, which, respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned. Management has determined that these measures are appropriate and align with how the business is managed. We continue to evaluate our segments as our business evolves and may further refine our segments and financial performance measures.

The following tables present segment underwriting results for the periods indicated:

	Three Months Ended March 31, 2026
(Dollars in millions)	Reinsurance Treaty		Global Wholesale & Specialty		Legacy		Total
Gross written premiums	$	2,674	$	793	$	135	$	3,602
Net written premiums	2,405		692		89		3,186
Premiums earned	$	2,456	$	719	$	399	$	3,574
Incurred losses and LAE	1,448		453		316		2,217
Commission and brokerage	632		152		41		825
Other underwriting expenses	61		90		65		216
Underwriting gain (loss)	$	315	$	23	$	(22)	$	316
Net investment income							567
Net gains (losses) on investments							(10)
Corporate expenses							(38)
Interest, fee and bond issue cost amortization expense							(36)
Other income (expense)							(63)
Income (loss) before taxes							$	736

(Some amounts may not reconcile due to rounding.)

Table of Contents

	Three Months Ended March 31, 2025
(Dollars in millions)	Reinsurance Treaty		Global Wholesale & Specialty		Legacy		Total
Gross written premiums	$	2,935	$	770	$	686	$	4,391
Net written premiums	2,528		655		552		3,735
Premiums earned	$	2,579	$	732	$	540	$	3,852
Incurred losses and LAE	2,005		482		407		2,893
Commission and brokerage	637		143		44		824
Other underwriting expenses	60		76		103		238
Underwriting gain (loss)	$	(122)	$	32	$	(14)	$	(104)
Net investment income							491
Net gains (losses) on investments							(7)
Corporate expenses							(21)
Interest, fee and bond issue cost amortization expense							(38)
Other income (expense)							(73)
Income (loss) before taxes							$	248

(Some amounts may not reconcile due to rounding.)

Further classifications of revenues by geographic location are impracticable to disclose during the quarter and, therefore, are only provided annually as part of the Annual Report on Form 10-K.

8.CREDIT FACILITIES

As of March 31, 2026, the Company has multiple active committed letter of credit facilities with a total commitment of up to $1.6 billion, as well as two additional credit facilities denominated in British Pound Sterling and Euros, with total commitments of up to £150 million and €75 million, respectively. The Company also has additional uncommitted letter of credit facilities of up to $240 million which may be accessible via written request and corresponding authorization from the applicable lender. There is no guarantee that the uncommitted capacity will be available to us on a future date.

The terms and outstanding amounts for each facility are discussed below. See Note 11 of the Notes to the Consolidated Financial statements for collateral posted related to secured letters of credit.

Bermuda Re Wells Fargo Bilateral Letter of Credit Facility

Effective June 10, 2024, Everest Reinsurance (Bermuda) Ltd. (“Bermuda Re”) entered into a Second Amended and Restated Letter of Credit Facility agreement with Wells Fargo (the “Bermuda Re Wells Fargo Bilateral Letter of Credit Facility”). The agreement provides a commitment for the issuance of up to $500 million of secured letters of credit. Effective June 9, 2025, the Bermuda Re Wells Fargo Bilateral Letter of Credit Facility was amended to tranche the facility, extend the availability of committed issuance for two years, and to reduce the overall size of the facility. As of March 31, 2026, the amended Bermuda Re Wells Fargo Bilateral Letter of Credit Facility provides for the committed issuance of up to $175 million of unsecured letters of credit and $175 million of secured letters of credit.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)	At March 31, 2026					At December 31, 2025
Letter of Credit Facility	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Bermuda Re Wells Fargo Bank Bilateral LOC Facility - secured tranche	$	175	$	138	12/31/2026	$	175	$	141	12/31/2026
Bermuda Re Wells Fargo Bank Bilateral LOC Facility - unsecured tranche	175		152		12/31/2026	$	175	140		12/31/2026
			—		2/20/2027
Total Bermuda Re Wells Fargo Bank Bilateral LOC Facility	$	350	$	290		$	350	$	280

(Some amounts may not reconcile due to rounding.)

Table of Contents

Bermuda Re Citibank Letter of Credit Facility

Effective August 9, 2021, Bermuda Re entered into a letter of credit issuance facility with Citibank N.A. (the “Bermuda Re Citibank Letter of Credit Facility”). The Bermuda Re Citibank Letter of Credit Facility provides for the committed issuance of up to $230 million of secured letters of credit. In addition, the facility provided for the uncommitted issuance of up to $140 million, which may be accessible via written request by the Company and corresponding authorization from Citibank N.A. Effective December 23, 2025, the agreement was amended to extend the availability of committed issuance for an additional two years.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)	At March 31, 2026					At December 31, 2025
Letter of Credit Facility	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Bermuda Re Citibank LOC Facility - Committed	$	230	$	—	12/16/2026	$	230	$	—	1/21/2026
			175		12/31/2026			4		2/28/2026
			3		1/1/2027			2		3/1/2026
			—		1/21/2027			1		3/15/2026
			—		1/31/2027			—		12/16/2026
			4		2/28/2027			191		12/31/2026
			2		3/1/2027			1		8/15/2027
			1		3/15/2027			3		9/23/2027
			1		8/15/2027
			3		9/23/2027
			1		12/1/2027
			—		12/16/2027
			—		12/20/2027
			2		12/31/2027
Bermuda Re Citibank LOC Facility - Uncommitted	140		63		12/31/2026	140		1		12/1/2026
			7		3/30/2030			—		12/20/2026
								42		12/31/2026
								7		12/30/2029
Total Bermuda Re Citibank LOC Facility	$	370	$	262		$	370	$	253

(Some amounts may not reconcile due to rounding.)

Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility

Effective August 27, 2021, Bermuda Re entered into a letter of credit issuance facility with Bayerische Landesbank (the “Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility”). The Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility provides for the committed issuance of up to $200 million of secured letters of credit. Effective August 16, 2024, the Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility was amended to extend the availability of committed issuance for three years.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)	At March 31, 2026					At December 31, 2025
Letter of Credit Facility	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility - Committed	$	200	$	130	12/31/2026	$	200	$	123	12/31/2026

(Some amounts may not reconcile due to rounding.)

Bermuda Re Bayerische Landesbank Bilateral Unsecured Letter of Credit Facility

Effective December 30, 2022, Bermuda Re entered into an additional letter of credit issuance facility with Bayerische Landesbank, New York Branch (the “Bermuda Re Bayerische Landesbank Bilateral Unsecured Letter of Credit Facility”). The Bermuda Re Bayerische Landesbank Bilateral Unsecured Letter of Credit Facility provides for the committed issuance of up to $150 million of unsecured letters of credit and is fully and unconditionally guaranteed by Group, as Parent

Table of Contents

Guarantor. Effective December 20, 2024, the Bermuda Re Bayerische Landesbank Bilateral Unsecured Credit Facility was amended to extend the availability of committed issuance for two years.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)	At March 31, 2026					At December 31, 2025
Letter of Credit Facility	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Bermuda Re Bayerische Landesbank Bilateral Unsecured Credit Facility - Committed	$	150	$	150	12/31/2026	$	150	$	150	12/31/2026

(Some amounts may not reconcile due to rounding.)

Bermuda Re Lloyd’s Bank Letter of Credit Facility

Effective December 27, 2023, Bermuda Re entered into an amended and restated letter of credit issuance facility with Lloyd’s Bank Corporate Markets PLC, to add Everest Insurance (Ireland), dac as an account party with access to a $15 million sub-limit for the issuance of letters of credit (the “Bermuda Re Lloyd’s Bank Letter of Credit Facility”). This facility superseded the previous letter of credit issuance facility with Lloyd’s Bank that was effective August 18, 2023. Effective August 18, 2025, the Bermuda Re Lloyds Bank Letter of Credit Facility was amended to add Everest Re as an account party and to extend the availability of committed issuance for an additional two years. The Bermuda Re Lloyd’s Bank Letter of Credit Facility provides for the committed issuance of up to $250 million of unsecured letters of credit and is fully and unconditionally guaranteed by Group, as Parent Guarantor. Letters of credit under the Bermuda Re Lloyd’s Bank Letter of Credit Facility may be issued in U.S. dollars, Canadian dollars, Euros or Sterling.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)	At March 31, 2026					At December 31, 2025
Letter of Credit Facility	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Bermuda Re Lloyd's Bank Credit Facility - Committed	$	250	$	65	10/22/2026	$	250	$	67	10/22/2026
			61		12/18/2026			61		12/18/2026
			105		12/31/2026			107		12/31/2026
Total Bermuda Re Lloyd's Bank LOC Facility	$	250	$	231		$	250	$	235

(Some amounts may not reconcile due to rounding.)

Bermuda Re Barclays Bank Letter of Credit Facility

Effective November 3, 2021, Bermuda Re entered into a letter of credit issuance facility with Barclays Bank PLC (the “Bermuda Re Barclays Letter of Credit Facility”). The Bermuda Re Barclays Letter of Credit Facility provides for the committed issuance of up to $200 million of secured letters of credit. Effective October 30, 2024, the agreement was amended to extend the availability of the committed issuance for an additional three years.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)	At March 31, 2026					At December 31, 2025
Letter of Credit Facility	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Bermuda Re Barclays Bilateral Letter of Credit Facility	$	200	$	13	11/14/2026	$	200	$	13	11/14/2026
			5		12/31/2026			5		12/31/2026
Total Bermuda Re Barclays Bilateral Letter of Credit Facility	$	200	$	17		$	200	$	17

(Some amounts may not reconcile due to rounding.)

Bermuda Re Nordea Bank Letter of Credit Facility

Effective November 21, 2022, Bermuda Re entered into a letter of credit issuance facility with Nordea Bank ABP, New York Branch (the “Nordea Bank Letter of Credit Facility”). The Bermuda Re Nordea Bank Letter of Credit Facility provides for the committed issuance of up to $200 million of unsecured letters of credit, and subject to credit approval, uncommitted issuance of $100 million for a maximum total facility amount of $300 million.

Table of Contents

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)	At March 31, 2026					At December 31, 2025
Letter of Credit Facility	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Nordea Bank Letter of Credit Facility - Committed	$	200	$	200	12/31/2026	$	200	$	200	12/31/2026
Nordea Bank Letter of Credit Facility - Uncommitted	100		100		12/31/2026	100		100		12/31/2026
Total Nordea Bank ABP, NY LOC Facility	$	300	$	300		$	300	$	300

(Some amounts may not reconcile due to rounding.)

Everest International Reinsurance, Ltd. Funds at Lloyds Syndicated Letter of Credit Facility

Effective October 30, 2024, Everest International Reinsurance, Ltd. (“Everest International”) entered into a letter of credit issuance facility with a syndicate of banks including Lloyds Bank plc, Commerzbank AG, London Branch and ING Bank N.V., London Branch (the “Funds at Lloyds Syndicated Letter of Credit Facility”). Effective October 26, 2025, the agreement was extended for an additional one year and amended to £150 million of unsecured letters of credit to support Everest Corporate Member Limited’s Funds at Lloyds requirements.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Pounds in millions)	At March 31, 2026					At December 31, 2025
Letter of Credit Facility	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Funds at Lloyds Syndicated Letter of Credit Facility	£	150	£	143	11/1/2029	£	150	£	143	11/1/2029

(Some amounts may not reconcile due to rounding.)

Everest Reinsurance Company (Ireland), dac Commerzbank Letter of Credit Facility

Effective December 30, 2024, Everest Reinsurance Company (Ireland), dac (“Ireland Re”) entered into a letter of credit issuance facility with Commerzbank AG, New York Branch (the “Commerzbank Letter of Credit Facility”). The Commerzbank Letter of Credit Facility provides for the committed issuance of up to €75 million of unsecured letters of credit. Letters of credit under the Commerzbank Letter of Credit Facility may be issued in U.S. dollars or Euros.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars and Euros in millions)	At March 31, 2026					At December 31, 2025
Letter of Credit Facility	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Commerzbank Letter of Credit Facility	€	75	€	51	1/30/2027	€	75	€	51	1/30/2027
			$	21	12/31/2026			22		12/31/2026
			$	—	1/30/2027			—		12/26/2026
Total Commerzbank Letter of Credit Facility	€	75	€	72		€	75	€	72

Some amounts may not reconcile due to rounding.)

Federal Home Loan Bank Membership

Everest Reinsurance Company (“Everest Re”) is a member of the Federal Home Loan Bank of New York (“FHLBNY”), which allows Everest Re to borrow up to 10% of its statutory admitted assets. As of March 31, 2026, Everest Re had statutory admitted assets of approximately $32.2 billion which provides borrowing capacity of up to approximately $3.2 billion. As of March 31, 2026, Everest Re has $1.0 billion of borrowings outstanding, which begin to expire in 2026. Everest Re incurred interest expense of $10 million and $12 million for the three months ended March 31, 2026 and 2025, respectively. The FHLBNY membership agreement requires that 4.5% of borrowed funds be used to acquire additional membership stock. Additionally, the FHLBNY membership requires that members must have sufficient qualifying collateral pledged. As of March 31, 2026, Everest Re had $1.4 billion of collateral pledged.

Table of Contents

9.SENIOR NOTES

The table below displays Everest Reinsurance Holdings, Inc.’s (“Holdings”) outstanding senior notes (the “Senior Notes”). Fair value is based on quoted market prices, but due to limited trading activity, the Senior Notes are considered Level 2 in the fair value hierarchy.

					March 31, 2026				December 31, 2025
(Dollars in millions)	Date Issued	Date Due	Principal<br>Amounts		Consolidated Balance<br>Sheet Amount		Fair Value		Consolidated Balance<br>Sheet Amount		Fair Value
4.868% Senior notes	6/5/2014	6/1/2044	$	400	$	398	$	339	$	398	$	355
3.5% Senior notes	10/7/2020	10/15/2050	1,000		982		664		982		698
3.125% Senior notes	10/4/2021	10/15/2052	1,000		972		605		972		636
			$	2,400	$	2,352	$	1,609	$	2,352	$	1,689

(Some amounts may not reconcile due to rounding.)

Interest expense incurred in connection with the Senior Notes is as follows for the periods indicated:

			Three Months Ended<br>March 31,
(Dollars in millions)	Interest Paid	Payable Dates	2026		2025
4.868% Senior notes	semi-annually	June 1/December 1	$	5	$	5
3.5% Senior notes	semi-annually	April 15/October 15	9		9
3.125% Senior notes	semi-annually	April 15/October 15	8		8
			$	22	$	22

(Some amounts may not reconcile due to rounding.)

10.LONG-TERM SUBORDINATED NOTES

The table below displays Holdings’ outstanding fixed to floating rate long-term subordinated notes (“Subordinated Notes Issued 2007”). Fair value is based on quoted market prices, but due to limited trading activity, the Subordinated Notes Issued 2007 are considered Level 2 in the fair value hierarchy.

				Maturity Date		March 31, 2026				December 31, 2025
(Dollars in millions)	Date Issued	Original<br>Principal Amount		Scheduled	Final	Consolidated Balance<br>Sheet Amount		Fair Value		Consolidated Balance<br>Sheet Amount		Fair Value
Subordinated Notes Issued 2007	4/26/2007	$	400	5/15/2037	5/1/2067	$	218	$	206	$	218	$	208

During the fixed rate interest period from May 3, 2007 through May 14, 2017, interest was at the annual rate of 6.6%, payable semi-annually in arrears on November 15 and May 15 of each year, commencing on November 15, 2007. During the floating rate interest period from May 15, 2017 through maturity, interest was initially based on the 3-month London Interbank Offered Rate (“LIBOR”) plus 238.5 basis points, reset quarterly, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years. Deferred interest will accumulate interest at the applicable rate compounded quarterly for periods from and including May 15, 2017. The reset quarterly interest rate for February 17, 2026 to May 5, 2026 is 6.30%. Following the cessation of LIBOR, for periods from and including August 15, 2023, interest are based on the 3-month Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) plus a spread.

Holdings may redeem the Subordinated Notes Issued 2007 on or after May 15, 2017, in whole or in part at 100% of the principal amount plus accrued and unpaid interest; however, redemption on or after the scheduled maturity date and prior to May 1, 2047 is subject to a replacement capital covenant. This covenant is for the benefit of the Senior Note holders and it mandates that Holdings receive net proceeds from the issuance of other qualifying securities, of at least similar ranking and duration, to be used to repay the Subordinated Notes Issued 2007.

Table of Contents

Interest expense incurred in connection with these long-term Subordinated Notes Issued 2007 is as follows for the periods indicated:

	Three Months Ended<br>March 31,
(Dollars in millions)	2026		2025
Interest expense incurred	$	3	$	4

11. COLLATERALIZED REINSURANCE, TRUST AGREEMENTS AND OTHER RESTRICTED ASSETS

The Company maintains certain restricted assets as security for potential future obligations, primarily to support its underwriting operations. The following table summarizes the Company’s restricted assets:

	At March 31,		At December 31,
(Dollars in millions)	2026 (1)		2025
Collateral in trust for non-affiliated agreements	$	3,347	$	3,363
Collateral for secured letter of credit facilities	662		739
Collateral for FHLB borrowings	1,357		1,418
Securities on deposit with or regulated by government authorities	1,398		1,417
Funds at Lloyd's	256		260
Funds held by reinsureds	1,395		1,326
Total restricted assets	8,414		8,522

(1) As applicable, restricted assets summarized in the table above include assets classified as held-for-sale, which are reported within Other assets on the consolidated balance sheets as of March 31, 2026. See Note 6 of the Notes to these consolidated financial statements.

Restricted cash is included in cash on the consolidated balance sheets. At March 31, 2026 and December 31, 2025, the Company had restricted cash of $122 million and $122 million, respectively. Total restricted cash includes amounts on deposit in trust accounts for non-affiliated agreements and secured letter of credit facilities. See Note 6 of the Notes to the Consolidated Financial Statements for details of assets held-for-sale.

The Company reinsures some of its catastrophe exposures with the segregated accounts of a subsidiary, Mt. Logan Re, Ltd. (“Mt. Logan Re”). Mt. Logan Re is a collateralized insurer registered in Bermuda and 100% of the voting common shares are owned by Group. Each segregated account invests predominantly in a diversified set of catastrophe exposures, diversified by risk/peril and across different geographic regions globally.

The following table summarizes the premiums and losses that are ceded by the Company to Mt. Logan Re segregated accounts and assumed by the Company from Mt. Logan Re segregated accounts.

	Three Months Ended<br>March 31,
Mt. Logan Re Segregated Accounts	2026		2025
(Dollars in millions)
Ceded written premiums	$	118	$	170
Ceded earned premiums	118		125
Ceded losses and LAE	30		121
Assumed written premiums	1		3
Assumed earned premiums	1		3
Assumed losses and LAE	—		—

Table of Contents

The Company entered into various collateralized reinsurance agreements with Kilimanjaro Re Limited (“Kilimanjaro”), a Bermuda-based special purpose reinsurer, to provide the Company with catastrophe reinsurance coverage. These agreements are multi-year reinsurance contracts which cover named storm and earthquake events. The table below summarizes the various agreements.

(Dollars in millions)
Class	Description	Effective Date	Expiration Date	Limit		Coverage Basis
Series 2021-1 Class A-2	US, Canada, Puerto Rico – Named Storm and Earthquake Events	4/8/2021	4/20/2026	150		Occurrence
Series 2021-1 Class B-2	US, Canada, Puerto Rico – Named Storm and Earthquake Events	4/8/2021	4/20/2026	90		Aggregate
Series 2021-1 Class C-2	US, Canada, Puerto Rico – Named Storm and Earthquake Events	4/8/2021	4/20/2026	90		Aggregate
Series 2024-1 Class A	US, Canada, Puerto Rico – Named Storm and Earthquake Events	6/27/2024	6/30/2028	75		Occurrence
Series 2024-1 Class B	US, Canada, Puerto Rico – Named Storm and Earthquake Events	6/27/2024	6/30/2028	125		Occurrence
Series 2025-1 Class A-1	US, Canada, Puerto Rico – Named Storm and Earthquake Events	6/26/2025	7/9/2029	105		Aggregate
Series 2025-2 Class A-2	US, Canada, Puerto Rico – Named Storm and Earthquake Events	6/26/2025	7/8/2030	105		Aggregate
Series 2025-1 Class B-1	US, Canada, Puerto Rico – Named Storm and Earthquake Events	6/26/2025	7/9/2029	120		Aggregate
Series 2025-2 Class B-2	US, Canada, Puerto Rico – Named Storm and Earthquake Events	6/26/2025	7/8/2030	120		Aggregate
Series 2025-1 Class C-1	US, Canada, Puerto Rico – Named Storm and Earthquake Events	6/26/2025	7/9/2029	170		Occurrence
Series 2025-2 Class C-2	US, Canada, Puerto Rico – Named Storm and Earthquake Events	6/26/2025	7/8/2030	170		Occurrence
Series 2025-1 Class D-1	US, Canada, Puerto Rico – Named Storm and Earthquake Events	6/26/2025	7/9/2029	105		Occurrence
Series 2025-2 Class D-2	US, Canada, Puerto Rico – Named Storm and Earthquake Events	6/26/2025	7/8/2030	105		Occurrence
	Total available limit as of March 31, 2026			$	1,530

Recoveries under these collateralized reinsurance agreements with Kilimanjaro are primarily dependent on estimated industry-level insured losses from covered events, as well as the geographic location of the events. The estimated industry-level of insured losses is obtained from published estimates by an independent recognized authority on insured property losses.

Kilimanjaro has financed the various property catastrophe reinsurance coverages by issuing catastrophe bonds to unrelated, external investors. The proceeds from the issuance of the catastrophe bonds are held in reinsurance trusts throughout the duration of the applicable reinsurance agreements and invested solely in U.S. government money market funds with a rating of at least “AAAm” by Standard & Poor’s. The catastrophe bonds’ issue dates, maturity dates and amounts correspond to the reinsurance agreements listed above.

12.COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance and reinsurance agreements. In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, the Company believes that its positions are legally and commercially reasonable. The Company considers the statuses of these proceedings when determining its reserves for unpaid loss and LAE.

Aside from litigation and arbitrations related to these insurance and reinsurance agreements, the Company is not a party to any other material litigation or arbitration.

Table of Contents

13.OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the components of other comprehensive income (loss) in the consolidated statements of operations for the periods indicated:

	Three Months Ended March 31, 2026
(Dollars in millions)	Before Tax		Tax Effect		Net of Tax
URA(D) of securities (1)	$	(456)	$	81	$	(375)
Reclassification of net realized losses (gains) included
in net income (loss) (1)	3		(2)		1
Foreign currency translation and other adjustments	(45)		10		(35)
Reclassification of benefit plan liability amortization included
in net income (loss)	—		—		—
Total other comprehensive income (loss)	$	(499)	$	88	$	(410)

(Some amounts may not reconcile due to rounding)

(1) URA(D) of securities and Reclassification of net realized losses (gains) included in net income (loss) include URA(D) of fixed maturity, available for sale securities and equity method investments.

	Three Months Ended March 31, 2025
(Dollars in millions)	Before Tax		Tax Effect		Net of Tax
URA(D) of securities	$	342	$	(58)	$	284
Reclassification of net realized losses (gains) included
in net income (loss)	5		(1)		4
Foreign currency translation and other adjustments	67		(3)		64
Reclassification of benefit plan liability amortization included
in net income (loss)	—		—		—
Total other comprehensive income (loss)	$	414	$	(62)	$	352

(Some amounts may not reconcile due to rounding)

The following table presents details of the amounts reclassified from accumulated other comprehensive income (loss) (“AOCI”) for the periods indicated:

(Dollars in millions)	Three Months Ended<br>March 31,				Affected line item within the statements of operations and comprehensive income (loss)
AOCI component	2026		2025
URA(D) of securities (1)	$	3	$	5		Net gains (losses) on investments
	(2)		(1)			Income tax expense (benefit)
	$	1	$	4		Net income (loss)
Benefit plan net gain (loss)	$	—	$	—		Other underwriting expenses
	—		—			Income tax expense (benefit)
	$	—	$	—		Net income (loss)

(Some amounts may not reconcile due to rounding)

(1) URA(D) of securities includes URA(D) of fixed maturity, available for sale securities and equity method investments.

Table of Contents

The following table presents the components of AOCI, net of tax, in the consolidated balance sheets for the periods indicated:

	Three Months Ended<br>March 31,
(Dollars in millions)	2026		2025
Beginning balance of URA(D) of securities (1)	$	23	$	(831)
Current period change in URA(D) of securities	(374)		289
Ending balance of URA(D) of securities	(351)		(543)
Beginning balance of foreign currency translation and other adjustments	(81)		(323)
Current period change in foreign currency translation and other adjustments	(35)		64
Ending balance of foreign currency translation and other adjustments	(116)		(259)
Beginning balance of benefit plan net gain (loss)	6		16
Current period change in benefit plan net gain (loss)	—		—
Ending balance of benefit plan net gain (loss)	6		16
Ending balance of accumulated other comprehensive income (loss)	$	(462)	$	(786)

(Some amounts may not reconcile due to rounding.)

(1) URA(D) of securities includes URA(D) of fixed maturity, available for sale securities and equity method investments.

14.SHARE-BASED COMPENSATION PLANS

For the three months ended March 31, 2026, a total of 223,910 restricted stock awards were granted as follows: 223,910 restricted stock awards were granted on February 26, 2026. The fair value per share of each restricted stock award was $338.69. Additionally, 47,312 performance share unit awards were granted on February 26, 2026, with a fair value of $338.69 per unit.

For the three months ended March 31, 2025, a total of 238,728 restricted stock awards were granted: 230,334, 7,488 and 906 of restricted stock awards were granted on February 26, 2025, February 27, 2025 and March 6, 2025, respectively. The fair value per share of each restricted stock award was $344.48, $347.23 and $359.28, respectively. Additionally, 27,204 performance share unit awards were granted on February 26, 2025, with a fair value of $344.48 per unit.

Employee Stock Purchase Plan

In August 2025, following shareholder approval, the Company implemented an Employee Stock Purchase Plan (“ESPP”), authorizing the issuance of up to 500,000 shares under such plan. The shares issued under the ESPP were previously repurchased by Everest Group, Ltd. and are held as Treasury Shares. The ESPP provides employees of the Company and its participating subsidiaries with the opportunity to purchase Group common shares at a discount through accumulated payroll deductions during established offering periods. Under this plan, eligible employees of the Company purchase common shares at a discount rate of 15% from the market price per share on the last trading day of the offering period. The ESPP is a compensatory plan, based on the discount rate of 15%. Therefore, consistent with other forms of share-based payments, compensation cost for equity awarded through the ESPP is measured as the fair value of the award at grant date. For the three months ended March 31, 2026, 11,703 shares were purchased by employees and issued from the Company’s treasury stock. For the three months ended March 31, 2026, the Company received $3 million in cash from sales under this plan.

15.EARNINGS PER COMMON SHARE

Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that would occur if options granted under various share-based compensation plans were exercised resulting in the issuance of common shares that would participate in the earnings of the entity.

Table of Contents

Net income (loss) per common share has been computed as shown below, based upon weighted average common basic and dilutive shares outstanding.

(Dollars in millions, except per share amounts)	Three Months Ended<br>March 31,
	2026		2025
Net income (loss) per share:
Numerator
Net income (loss)	$	653	$	210
Less: dividends declared - common shares and unvested common shares	(80)		(85)
Undistributed earnings	573		125
Percentage allocated to common shareholders (1)	98.7%		98.9%
	566		123
Add: dividends declared - common shareholders	79		84
Numerator for basic and diluted earnings per common share	$	645	$	208
Denominator
Denominator for basic earnings per weighted-average common shares	39.8		42.3
Effect of dilutive securities:
ESPP Offering	—		—
Denominator for diluted earnings per adjusted weighted-average common shares	39.8		42.3
Per common share net income (loss)
Basic	$	16.21	$	4.90
Diluted	$	16.21	$	4.90
(1) Basic weighted - average common shares outstanding	39.8		42.3
Basic weighted - average common shares outstanding and unvested common shares expected to vest	40.3		42.8
Percentage allocated to common shareholders	98.7%		98.9%

(Some amounts may not reconcile due to rounding.)

The ESPP Offering has a weighted average dilutive effect of 1,804 shares for the three months ended March 31, 2026, based upon the outstanding rights to purchase shares through the ESPP offering purchase date of March 31, 2026.

16.INCOME TAXES

On December 27, 2023, the Government of Bermuda enacted the Corporate Income Tax Act 2023 (“The 2023 Act”), which applies a 15% corporate income tax to certain Bermuda businesses in fiscal years beginning on or after January 1, 2025. The 2023 Act includes a provision referred to as “The Economic Transition Adjustment”, which is intended to provide a fair and equitable transition into the new tax regime, and results in a deferred tax benefit for the Company. However, on January 15, 2025, the Organisation for Economic Co-operation and Development (“OECD”) issued Guidance related to “deferred tax assets arising from tax benefits provided by General Government” restricting the utilization of those deferred tax benefits against the computation of its Pillar Two Global Minimum Taxes to approximately 20% of the originally calculated amounts and only for a grace period of two years through 2026. If the Bermuda Ministry of Finance amends The 2023 Act in response to this guidance, the exact impact of any such amendments is uncertain but there is a risk that it results in a reduction in the Company's Deferred Tax Assets.

All of the income of Group's subsidiaries is subject to the applicable federal, foreign, state, and local taxes on corporations. Additionally, the income of the foreign branches of the Company's insurance operating companies is subject to various rates of income tax. Group's U.S. subsidiaries conduct business in and are subject to taxation in the U.S. Should the U.S. subsidiaries distribute current or accumulated earnings and profits in the form of dividends or otherwise, the Company would be subject to an accrual of 5% U.S. withholding tax. Currently, however, no withholding tax has been accrued with respect to such un-remitted earnings as management has no intention of remitting them. The cumulative amount that would be subject to withholding tax, if distributed, is not practicable to compute. The provision for income taxes in the consolidated statement of operations and comprehensive income (loss) has been determined in accordance with the individual income of each entity and the respective applicable tax laws. The provision reflects the permanent differences between financial and taxable income relevant to each entity. Additionally, the first quarter 2026 income tax expense includes a one-time tax benefit of approximately $40 million resulting from a change in the U.K. tax law effective March 20, 2026, following the OECD’s January 2025 guidance on “covered taxes”.

Table of Contents

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”, which the Company has adopted effective January 1, 2025, on a prospective basis. ASU 2023-09 enhances the transparency of income tax reporting by requiring, among other items, further disaggregation of the rate reconciliation and additional information on income taxes paid by jurisdiction. The adoption did not have an impact on our results of operations, financial condition, or cash flows.

On July 4, 2025, The One Big Beautiful Bill was signed into law. The One Big Beautiful Bill did not have a material impact on our results of operations, financial condition, or cash flows upon enactment in 2025, and we do not expect it to have a material impact in the future; however, we will continue to evaluate the impact of The One Big Beautiful Bill.

17.SUBSEQUENT EVENTS

The Company has evaluated known recognized and non-recognized subsequent events. The Company does not have any subsequent events to report.

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview.

Everest is a global underwriting leader providing best-in-class property, casualty and specialty reinsurance and insurance solutions. As part of the Standard & Poor’s (“S&P”) 500 Index, we are a leading financial services institution focused on value creation for our shareholders while diversifying our portfolio and geographic presence. Through our direct and indirect subsidiaries operating in the U.S. and internationally, we serve a diverse group of clients worldwide, providing what we believe are extensive product and distribution capabilities, a strong balance sheet, an innovative culture and access to world-class talent.

As a global leader with a 50-year track record, we are a preferred Reinsurance partner in the markets we serve, and with our growing Global Wholesale & Specialty insurance franchise we strive to deliver consistent value to all our stakeholders.

Effective January 1, 2026, we changed our reportable segments, previously reported as Reinsurance and Insurance, to Reinsurance Treaty, Global Wholesale & Specialty, and Legacy, following the sale of the renewal rights for the Commercial Retail Insurance business in certain geographic regions to AIG. This reflects our sharpened focus on our core global Reinsurance Treaty business as well as the Global Wholesale & Specialty business, and positions the Company for strong performance across market cycles. Accordingly, we revised the presentation of reportable segments to appropriately reflect how the business segments are now managed.

Our Legacy segment primarily includes the divested and held-for-sale parts of the commercial retail insurance business and the results of our sports and leisure business that was sold in October 2024 consisting of policies written prior to the sale and certain new and renewed policies written on the Company’s paper post sale. Additionally, this segment includes run-off asbestos and environmental (“A&E”) exposures, certain discontinued insurance programs, and certain discontinued insurance and reinsurance coverage classes. The Legacy segment does not generally sell insurance or reinsurance products but is responsible for the management of existing policies and settlement of related losses. Certain commercial retail insurance policies will be renewed on the Company’s paper for a finite period in 2026. As a result, the Company has three reportable segments, however, only two that actively sell products, Reinsurance Treaty and Global Wholesale & Specialty, consistent with how the on-going business is managed. These segment presentation changes have been reflected retrospectively. See Note 7 of the Notes to the Consolidated Financial Statements for a summary of segment results.

The following is a discussion of our results of operations, financial condition and liquidity and capital resources for the three months ended March 31, 2026. This discussion should be read in conjunction with the consolidated financial statements and related notes, under Part I - Item 1 of this Form 10-Q, as well as the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in the Company’s most recent Form 10-K filing.

All comparisons in this discussion are to the corresponding prior year unless otherwise indicated.

Recent Developments.

Sale of Canadian Commercial Retail Insurance Operations

On March 22, 2026, EUGIL, an Irish direct subsidiary of the Company, entered into a Purchase Agreement with the Buyer, pursuant to which EUGIL agreed to sell to Buyer, or a Canadian affiliate thereof, all of the outstanding shares of capital of Everest Canada, a Canadian insurance company and a wholly owned subsidiary of EUGIL, representing the Company’s Canadian Commercial Retail Insurance operations for C$410 million, subject to adjustment. The closing of the transaction pursuant to the Purchase Agreement is subject to the satisfaction of customary closing conditions, including the receipt of antitrust approval from the Commissioner of Competition and insurance regulatory approval from the Minister of Finance (Canada).

In connection with the Purchase Agreement, (i) Everest Canada will enter into a loss portfolio transfer reinsurance agreement with Everest Reinsurance Company (Canadian Branch), a Delaware reinsurance company and affiliate of EUGIL (“ERC - Canadian Branch”), pursuant to which ERC - Canadian Branch will reinsure certain liabilities of Everest Canada with respect to the insurance business written prior to the closing of the transaction, (ii) EUGIL or an affiliate thereof and Buyer or an affiliate thereof will enter into a transition services agreement for specified transition services to be provided to Buyer and its affiliates and (iii) EUGIL and its affiliates, on the one hand, and Buyer and its affiliates, on the other hand, will enter into such other ancillary agreements as contemplated in the Purchase Agreement. As a result of the loss

Table of Contents

portfolio transfer reinsurance agreement described in item (i), assets held-for-sale will be comprised of only investments and cash at the time of the transaction close.

The transaction is anticipated to close in the second half of 2026, pursuant to customary regulatory approvals and closing conditions. For more details, see the Current Report on Form 8-K filed with the SEC on March 23, 2026 and the Purchase Agreement attached hereto as Exhibit 10.4.

As of March 31, 2026, Everest Canada assets and liabilities are presented as held-for sale within Other assets and Other liabilities on the Company’s consolidated balance sheet. Refer to Note 6 of the Notes to the Consolidated Financial Statements for additional information.

Adverse Development Cover Reinsurance Agreements

Effective October 1, 2025, the Company, through its subsidiaries Everest Re and Bermuda Re (the “Ceding Companies”), entered into adverse development reinsurance agreements with State National Insurance Company, Inc. and MS Transverse Insurance Company (collectively the “Reinsurers”). The Reinsurance Agreements are supported on a retrocessional basis by Longtail Re, an affiliate of Stone Ridge Capital.

The agreements reinsure potential adverse loss development for accident years 2024 and prior arising from substantially all of the Ceding Companies’ North American liabilities within the Insurance and Legacy segments (“Subject Business”) up to a gross limit of $1.2 billion. Certain liabilities are excluded from the subject business, including among others those related to the Asbestos and Environmental (“A&E”) reserves included in the Legacy segment. At the time the Company entered into the agreement, the carried reserves held for the Subject Business, pursuant to the Reinsurance Agreements, were $5.4 billion.

The adverse development cover (“ADC”) is composed of three layers. The first layer is an “in the money” layer whereby the ADC attachment point was $1,250 billion below the Company’s North American Insurance and Legacy segment liability subject reserves of $5.4 billion held as of September 30, 2025. The second layer is $700 million in excess of the $5.4 billion. The Company transferred $1,250 million of in-the-money reserves in consideration for the first two layers upon closing of the transaction. The third layer is $500 million, for which the Company paid approximately $122 million of consideration upon closing of the transaction. The Company has a co-participation of $100 million in each of the second and third layers. For more details, see Form 8-K filed with the SEC on October 27, 2025 and the adverse development reinsurance agreements attached thereto and incorporated by reference in Exhibits 10.57 and 10.58 to the Company’s Annual Report on Form 10-K. The total covered losses ceded to State National Reinsurer as of March 31, 2026 and December 31, 2025 were $1.25 billion and $1.25 billion, respectively. The aggregated unexpired limit for State National Reinsurer as of March 31, 2026 and December 31, 2025 was $598 million and $597 million, respectively. The aggregated unexpired limit for MS Transverse Reinsurer as of March 31, 2026 and December 31, 2025 was $400 million.

Sale of Certain Commercial Retail Insurance Renewal Rights

On October 26, 2025, the Company entered into an agreement with AIG to sell the renewal rights for certain lines of commercial retail insurance business written by the Company in the U.S., U.K. and Asia Pacific, for an aggregate purchase price of $252 million. AIG paid the Company $30 million for originating and structuring the transaction. In addition, on October 26, 2025, the Company entered into an agreement with AIG to sell the renewal rights for certain lines of the commercial retail insurance business written by the Company in certain countries in the E.U., for an aggregate purchase price of $49 million. The final purchase price under the Master Transaction Agreements will be adjusted to equal 15% of the gross written premiums of the subject business for the year ended December 31, 2025, inclusive of agreed-upon year-end renewals as agreed between the Company and the Buyer.

Under the agreements, AIG agreed to pay the Company a total of $10 million per month for nine months starting January 1, 2026 for specified transition services. For more details, see the Current Report on Form 8-K filed with the SEC on October 28, 2025 and the Master Transaction Agreements incorporated by reference in Exhibits 10.59 and 10.60 to the Company’s Annual Report on Form 10-K.

Table of Contents

Financial Summary.

We monitor and evaluate our overall performance based upon financial results. The following table displays a summary of the consolidated net income (loss), ratios and shareholders’ equity for the periods indicated:

	Three Months Ended<br>March 31,						Percentage<br>Increase/<br>(Decrease)
(Dollars in millions)	2026			2025
Gross written premiums	$	3,602		$	4,391		(18.0)	%
Net written premiums	3,186			3,735			(14.7)	%
REVENUES:
Premiums earned	$	3,574		$	3,852		(7.2)	%
Net investment income	567			491			15.5	%
Net gains (losses) on investments	(10)			(7)			40.9	%
Other income (expense)	(63)			(73)			(13.1)	%
Total revenues	4,068			4,263			(4.6)	%
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses	2,217			2,893			(23.4)	%
Commission, brokerage, taxes and fees	825			824			0.1	%
Other underwriting expenses	216			238			(9.4)	%
Corporate expenses	38			21			82.3	%
Interest, fees and bond issue cost amortization expense	36			38			(5.7)	%
Total claims and expenses	3,332			4,015			(17.0)	%
INCOME (LOSS) BEFORE TAXES	736			248			NM
Income tax expense (benefit)	83			39			NM
NET INCOME (LOSS)	$	653		$	210		NM
RATIOS:							Point<br>Change
Loss ratio	62.0		%	75.1		%	(13.1)
Commission and brokerage ratio	23.1		%	21.4		%	1.7
Other underwriting expense ratio	6.0		%	6.2		%	(0.1)
Combined ratio	91.2		%	102.7		%	(11.6)				At<br>March 31,		At<br>December 31,		Percentage<br>Increase/<br>(Decrease)
---	---	---	---	---	---	---
(Dollars in millions, except per share amounts)	2026		2025
Balance sheet data (1):
Total investments and cash	$	45,020	$	45,429	(0.9)	%
Total assets	62,342		62,514		(0.3)	%
Reserve for losses and loss adjustment expenses	34,649		34,312		1.0	%
Total debt	3,589		3,589		—	%
Total liabilities	47,051		47,054		—	%
Shareholders' equity	15,291		15,461		(1.1)	%
Book value per share	383.75		379.83		1.0	%

(NM, not meaningful)

(Some amounts may not reconcile due to rounding.)

(1) Certain assets and liabilities related to the sale of our Canadian Commercial Retail Insurance Operations are classified as assets and liabilities held-for-sale beginning in first quarter 2026 within Other Assets and Other Liabilities. Refer to Recent Developments and Note 6 of the Notes to the Consolidated Financial Statements for additional information.

Revenues.

Premiums. Gross written premiums decreased by 18.0% to $3.6 billion for the three months ended March 31, 2026, compared to $4.4 billion for the three months ended March 31, 2025, reflecting a $551 million, or 80.3% decrease in our Legacy business and a $261 million, or 8.9%, decrease in our Reinsurance Treaty business, partially offset by a $22 million,

Table of Contents

or 2.9% increase in our Global Wholesale & Specialty business. The decrease in Legacy premiums was primarily driven by the non-renewal of retail business globally as well as remaining lines of business that have been previously discontinued.

The increase in Global Wholesale & Specialty premiums was primarily driven by specialty and professional liability businesses within North America and Accident and Health lines of business globally, partially offset by decreases in property/short tail, workers’ compensation and specialty casualty businesses. The decrease in Reinsurance Treaty premiums was primarily driven by portfolio actions to reduce casualty pro rata business, lower reinstatement premium and declining property rates in the second half of the prior year.

Net written premiums decreased by 14.7% to $3.2 billion for the three months ended March 31, 2026, compared to $3.7 billion for the three months ended March 31, 2025, which is consistent with the change in gross written premiums as well as the impact of seasonality of Mt. Logan premium cessions on the Reinsurance Treaty segment.

Premiums earned decreased by 7.2% to $3.6 billion during the three months ended March 31, 2026, compared to $3.9 billion during the three months ended March 31, 2025. The change in premiums earned relative to net written premiums was primarily the result of timing as the higher base premium written in 2025 is being earned through the 2026 period; premiums are earned ratably over the coverage period whereas written premiums are generally recorded at the initiation of the coverage period.

Other Income (Expense). We recorded other expense of $63 million and other expense of $73 million for the three months ended March 31, 2026 and 2025, respectively. The change was primarily due to transaction expenses incurred from the sale of renewal rights to the Company’s commercial retail insurance business in certain geographic regions, partially offset by the result of fluctuations in foreign currency exchange rates, in particular, the movement in the Euro and British Pound Sterling. We recognized foreign currency exchange income of $12 million for the three months ended March 31, 2026 and foreign currency exchange expense of $74 million for the three months ended March 31, 2025. The transaction related expenses are primarily comprised of severance and retention costs.

The following table shows the components of other income (expense) for the periods indicated:

	Three Months Ended
(Dollars in millions)	2026		2025
Mt. Logan cell income	$	1	$	—
Foreign currency exchange income (expense)	12		(74)
Gain on pension plan settlement	—		(1)
Transaction-related expenses	(81)		—
Other	4		2
Total other income (expense)	$	(63)	$	(73)

Net Investment Income. Refer to Consolidated Investments Results Section below.

Net Gains (Losses) on Investments. Refer to the Consolidated Investments Results Section below.

Table of Contents

Claims and Expenses.

Incurred Losses and Loss Adjustment Expenses (“LAE”). The following table presents our incurred losses and LAE for the periods indicated.

	Three Months Ended March 31,
(Dollars in millions)	Current<br>Year		Ratio %/ <br>Pt Change		Prior<br>Years		Ratio %/ <br>Pt Change		Total<br>Incurred		Ratio %/ <br>Pt Change
2026
Attritional	$	2,121	59.3	%	$	37	1.0	%	$	2,157	60.4	%
Catastrophes	130		3.6	%	(70)		(2.0)	%	60		1.7	%
Total	$	2,250	63.0	%	$	(33)	(0.9)	%	$	2,217	62.0	%
2025
Attritional	$	2,359	61.3	%	$	—	—	%	$	2,359	61.3	%
Catastrophes	534		13.9	%	—		—	%	534		13.9	%
Total	$	2,893	75.1	%	$	—	—	%	$	2,893	75.1	%
Variance 2026/2025
Attritional	$	(239)	(1.9)	pts	$	37	1.0	pts	$	(202)	(0.9)	pts
Catastrophes	(404)		(10.2)	pts	(70)		(2.0)	pts	(474)		(12.2)	pts
Total	$	(643)	(12.2)	pts	$	(33)	(0.9)	pts	$	(676)	(13.1)	pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE decreased by 23.4% to $2.2 billion for the three months ended March 31, 2026, compared to $2.9 billion for the three months ended March 31, 2025, primarily due to a decrease of $404 million in current year catastrophe losses, a decrease of $239 million in current year attritional losses and favorable development on prior year catastrophe losses of $70 million, partially offset by an increase in unfavorable development on prior year attritional losses of $37 million.

The decrease in current year attritional losses was mainly related to the impact of improved selections within the facultative line of business in the Global Wholesale & Specialty segment, the effect of the Washington D.C. aviation accident loss recognized in first quarter 2025 in the Reinsurance Treaty segment and change in business mix for both the Global Wholesale & Specialty and Reinsurance Treaty segments. The unfavorable development on prior year attritional losses of $37 million was primarily driven by development of Russia/Ukraine losses.

The current year catastrophe losses of $130 million for the three months ended March 31, 2026 related primarily to the 2026 Middle East Conflict ($58 million), the 2026 Winterstorm Fern ($27 million), the 2026 U.S. Winter Weather Events ($20 million), and the 2026 Kristin/Nils Storms ($25 million). The $534 million of current year catastrophe losses for the three months ended March 31, 2025 related primarily to the 2025 Southern California wildfires ($512 million) and the Myanmar earthquake ($22 million). For the three months ended March 31, 2026, the favorable development on prior year catastrophe losses was mainly related to reserves released related to various well-seasoned 2023 and 2024 events, as well as 2025 Southern California wildfires reserves related to marine business.

Catastrophe losses and loss expenses typically have a material effect on our incurred losses and LAE results and can vary significantly from period to period. Losses from natural and man-made catastrophes contributed 1.7 percentage points to the combined ratio for the three months ended March 31, 2026, compared with 13.9 percentage points for the three months ended March 31, 2025.

Commission, Brokerage, Taxes and Fees. Commission, brokerage, taxes and fees increased slightly by 0.1% to $825 million for the three months ended March 31, 2026, compared to $824 million for the three months ended March 31, 2025. Commission, brokerage, taxes and fees remained relatively consistent period over period for Reinsurance Treaty business, and slightly increased in Global Wholesale & Specialty premiums driven by mix of business.

Other Underwriting Expenses. Other underwriting expenses decreased by 9.4% to $216 million for the three months ended March 31, 2026, compared to $238 million for the three months ended March 31, 2025. The decrease in other underwriting expenses was mainly due to the impact of the decrease in premiums earned as well as $30 million of

Table of Contents

transition services expense reimbursement from AIG related to the Sale of Certain Commercial Retail Insurance Renewal Rights.

Corporate Expenses. Corporate expenses, which are general operating expenses that are not allocated to segments, were $38 million and $21 million for the three months ended March 31, 2026 and 2025, respectively. The increase in 2026 compared to 2025 was primarily due to professional fees associated with certain corporate initiatives.

Interest, Fees and Bond Issue Cost Amortization Expense. Interest, fees and other bond amortization expense was $36 million and $38 million for the three months ended March 31, 2026 and 2025, respectively. Interest expense was mainly impacted by the movement in the floating interest rate related to the Company’s long-term subordinated notes, which is reset quarterly per the note agreement, as well as variable interest rate costs on borrowings from FHLBNY.

Income Tax Expense (Benefit). Income tax expense was $83 million and $39 million for the three months ended March 31, 2026 and 2025, respectively. Income tax expense is primarily a function of the geographic location of the Company’s pre-tax income and the statutory tax rates in those jurisdictions. The effective tax rate (“ETR”) is primarily affected by tax-exempt investment income, foreign tax credits and dividends. Variations in the ETR generally result from changes in the relative levels of pre-tax income, including the impact of catastrophe losses and net capital gains (losses), among jurisdictions with different tax rates. The first quarter 2026 income tax expense includes a one-time tax benefit of approximately $40 million resulting from a change in the U.K. tax law effective March 20, 2026, following the OECD’s January 2025 guidance on “covered taxes”.

On December 27, 2023, the Government of Bermuda enacted the Corporate Income Tax Act 2023 (“The 2023 Act”), which applies a 15% corporate income tax to certain Bermuda businesses in fiscal years beginning on or after January 1, 2025. The 2023 Act includes a provision referred to as “The Economic Transition Adjustment”, which is intended to provide a fair and equitable transition into the new tax regime, and results in a deferred tax benefit for the Company. However, on January 15, 2025, the OECD issued Guidance related to “deferred tax assets arising from tax benefits provided by General Government” restricting the utilization of those deferred tax benefits against the computation of its Pillar Two Global Minimum Taxes to approximately 20% of the originally calculated amounts and only for a grace period of two years through 2026. If the Bermuda Ministry of Finance amends The 2023 Act in response to this guidance, the exact impact of any such amendments is uncertain but there is a risk that it results in a reduction in the Company's Deferred Tax Assets.

On January 20, 2025, President Trump issued a memorandum announcing that the OECD framework has “no force or effect in the United States” and disavowing any commitments previously made by the United States with respect to the framework. The memorandum also directs the U.S. Secretary of the Treasury to develop and present to President Trump a list of protective measures or other options towards foreign countries that are either not in compliance with any tax treaty with the United States or have tax rules that are “extraterritorial or disproportionately affect American companies.” The possible uneven enactment of the OECD framework by various jurisdictions coupled with the United States’ response to these rules could cause uncertainties to and increases in our income taxes.

On July 4, 2025, the One Big Beautiful Bill was signed into law. The One Big Beautiful Bill did not have a material impact on our results of operations, financial condition, or cash flows upon enactment in 2025, and we do not expect it to have a material impact in the future; however, we will continue to evaluate the impact of the One Big Beautiful Bill.

On January 5, 2026, the OECD released Administrative Guidance containing the side-by-side (SbS) package on the OECD’s global minimum tax. The SbS Administrative Guidance introduced, among other things, new safe harbors, including a SbS safe harbor for multi-national groups headquartered in certain eligible jurisdictions, now limited to the US. Qualification for this safe harbor would exempt companies from the OECD global minimum tax. We expect additional Administrative Guidance in the future providing implementation guidance on the SbS. Accordingly, the OECD’s global minimum tax could be subject to further changes that will continue to cause uncertainties related to income taxes payable by our company.

Net Income (Loss).

Our net income was $653 million and $210 million for the three months ended March 31, 2026 and 2025, respectively. The period over period increase in net income was primarily driven by the financial component fluctuations explained above.

Table of Contents

Ratios.

Our combined ratio decreased by 11.6 points to 91.2% for the three months ended March 31, 2026, compared to 102.7% for the three months ended March 31, 2025. The current year decrease is primarily due to lower current year catastrophe losses, favorable development on prior year catastrophe losses partially offset by unfavorable development on Russia/Ukraine losses, and a decrease in other underwriting expenses. For further details, please refer to the analysis of combined ratio components below.

The loss ratio component decreased by 13.1 points to 62.0% for the three months ended March 31, 2026, compared to 75.1% for the three months ended March 31, 2025 mainly due to a $404 million decrease in current year catastrophe losses, a $239 million decrease in current year attritional losses, and favorable development on prior catastrophe losses of $70 million noted above slightly offset by unfavorable development of $37 million primarily driven by Russia/Ukraine losses.

The commission and brokerage ratio components increased by 1.7 points to 23.1% for the three months ended March 31, 2026, compared to 21.4% for the three months ended March 31, 2025 primarily due to mix of business.

The other underwriting expense ratios decreased by 0.1 points to 6.0% for the three months ended March 31, 2026, compared to 6.2% for the three months ended March 31, 2025.

Shareholders’ Equity.

Shareholders’ equity decreased by $170 million to $15.3 billion at March 31, 2026 from $15.5 billion at December 31, 2025, principally as a result of $374 million of unrealized depreciation on available for sale fixed maturity portfolio net of tax, $331 million of treasury share purchases, $80 million of shareholder dividends and $35 million of net foreign currency translation adjustments, partially offset by $653 million of net income.

Consolidated Investment Results

Net Investment Income.

Net investment income increased by 15.5% to $567 million for the three months ended March 31, 2026, compared with net investment income of $491 million for the three months ended March 31, 2025. The increase for the three months ended March 31, 2026 was primarily the result of an increase of $94 million in limited partnership income, an increase of $7 million in income from fixed maturity investments and an increase of $7 million in income from other alternative investments, partially offset by a decline of $22 million in income from short-term investments and cash. The limited partnership income primarily reflects changes in their reported net asset values. As such, until these asset values are monetized and the resultant income is distributed, they are subject to volatile results of future increases or decreases in the asset value.

The following table shows the components of net investment income for the periods indicated:

	Three Months Ended<br>March 31,
(Dollars in millions)	2026		2025
Fixed maturities	$	393	$	386
Equity securities	2		1
Short-term investments and cash	26		48
Other invested assets
Limited partnerships	119		25
Other	37		30
Gross investment income before adjustments	577		490
Funds held interest income (expense)	4		12
Future policy benefit reserve income (expense)	—		—
Gross investment income	581		502
Investment expenses	13		11
Net investment income	$	567	$	491

(Some amounts may not reconcile due to rounding.)

Table of Contents

The following table shows a comparison of various investment yields for the periods indicated:

	Three Months Ended<br>March 31,
	2026		2025
Annualized pre-tax yield on average cash and invested assets	5.0	%	4.6	%
Annualized after-tax yield on average cash and invested assets	4.1	%	3.8	%
Annualized return on invested assets	4.9	%	4.5	%

Net Gains (Losses) on Investments.

The following table presents the composition of our net gains (losses) on investments for the periods indicated:

	Three Months Ended March 31,
(Dollars in millions)	2026		2025		Variance
Realized gains (losses) from dispositions:
Fixed maturity securities - available for sale
Gains	$	14	$	5	$	9
Losses	(30)		(9)		(22)
Total	(16)		(3)		(13)
Fixed maturity securities - held to maturity
Gains	—		—		—
Losses	—		(1)		1
Total	—		(1)		1
Equity securities
Gains	—		—		—
Losses	—		—		—
Total	—		—		—
Other Invested Assets
Gains	—		—		—
Losses	—		—		—
Total	—		—		—
Short-Term Investments
Gains	—		—		—
Losses	—		—		—
Total	—		—		—
Total net realized gains (losses) from dispositions
Gains	14		5		9
Losses	(30)		(10)		(21)
Total	(16)		(5)		(12)
Allowance for credit losses	13		(1)		14
Gains (losses) from fair value adjustments
Equity securities	(7)		(2)		(5)
Total	(7)		(2)		(5)
Total net gains (losses) on investments	$	(10)	$	(7)	$	(3)

(Some amounts may not reconcile due to rounding.)

Table of Contents

Net gains (losses) on investments during the three months ended March 31, 2026 primarily relate to $16 million of losses due to the disposition of investments, $7 million of losses from fair value adjustments on equity securities and a decrease to the allowance for credit losses of $13 million. The $13 million net decrease in allowance for credit losses is primarily comprised of reductions in allowance of $22 million due to disposals of securities that were earmarked with a credit allowance, partially offset by impairments of approximately $9 million.

Segment Results.

Effective January 1, 2026, the Company changed its reportable segments, previously reported as Reinsurance and Insurance, to Reinsurance Treaty, Global Wholesale & Specialty, and Legacy, following the sale of the renewal rights for its Commercial Retail Insurance business in certain geographic regions to AIG. This new segment presentation reflects the Company's sharpened focus on its core global Reinsurance Treaty business as well as its Global Wholesale & Specialty business, and positions the Company for strong performance across market cycles. Accordingly, the Company revised the presentation of its reportable segments to appropriately reflect how the business segments are now managed.

The Company now has three reportable segments, however, only two that actively sell products, Reinsurance Treaty and Global Wholesale & Specialty. Our Legacy segment primarily includes the divested and held-for-sale parts of the commercial retail insurance business and the results of our sports and leisure business that was sold in October 2024 consisting of policies written prior to the sale and certain new and renewed policies written on the Company’s paper post sale. Additionally, this segment includes run-off A&E exposures, certain discontinued insurance programs, and certain discontinued insurance and reinsurance coverage classes. The Legacy segment does not generally sell insurance or reinsurance products but is responsible for the management of existing policies and settlement of related losses. Certain commercial retail insurance policies will be renewed on the Company’s paper for a finite period in 2026. These segment presentation changes have been reflected retrospectively.

Our three reportable segments, Reinsurance Treaty, Global Wholesale & Specialty and Legacy, each have executive leadership who are responsible for the overall performance of their respective segments and who are directly accountable to our chief operating decision maker (“CODM”), the President and Chief Executive Officer of Everest Group, Ltd., who is ultimately responsible for reviewing the business to assess performance, make operating decisions and allocate resources. We report the results of our operations consistent with the manner in which our CODM reviews the business.

The Company does not review and evaluate the financial results of its segments based upon balance sheet data. Management generally monitors and evaluates the financial performance of these segments based upon their underwriting results. Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses. The Company measures its underwriting results using ratios, in particular, loss, commission and brokerage and other underwriting expense ratios, which, respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned. Management has determined that these measures are appropriate and align with how the business is managed. We continue to evaluate our segments as our business evolves and may further refine our segments and financial performance measures.

The following discusses the underwriting results for each of our segments for the periods indicated.

Table of Contents

Reinsurance Treaty.

The following table presents the underwriting results and ratios for the Reinsurance Treaty segment for the periods indicated:

	Three Months Ended March 31,
(Dollars in millions)	2026			2025			Variance		% Change
Gross written premiums	$	2,674		$	2,935		$	(261)	(8.9)	%
Net written premiums	2,405			2,528			(123)		(4.9)	%
Premiums earned	$	2,456		$	2,579		$	(123)	(4.8)	%
Incurred losses and LAE	1,448			2,005			(556)		(27.7)	%
Commission and brokerage	632			637			(5)		(0.8)	%
Other underwriting expenses	61			60			1		1.9	%
Underwriting gain (loss)	$	315		$	(122)		$	437	NM
									Point Chg
Loss ratio	59.0		%	77.7		%			(18.7)
Commission and brokerage ratio	25.7		%	24.7		%			1.0
Other underwriting expense ratio	2.5		%	2.3		%			0.2
Combined ratio	87.2		%	104.7		%			(17.5)

(NM, Not Meaningful)

(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums decreased by 8.9% to $2.7 billion for the three months ended March 31, 2026 from $2.9 billion for the three months ended March 31, 2025, primarily driven by portfolio actions on casualty pro rata business, lower reinstatement premium and declining property rates in the second half of the prior year and into the first quarter of 2026.

Net written premiums decreased by 4.9% to $2.4 billion for the three months ended March 31, 2026, compared to $2.5 billion for the three months ended March 31, 2025, which is consistent with the change in gross written premiums as well as impact of seasonality of Mt.Logan premium cessions.

Premiums earned decreased by 4.8% to $2.5 billion for the three months ended March 31, 2026, compared to $2.6 billion for the three months ended March 31, 2025. The change in premiums earned relative to net written premiums is the result of timing of earning in comparison with writing.

Table of Contents

Incurred Losses and LAE. The following tables present the incurred losses and LAE for the Reinsurance Treaty segment for the periods indicated:

	Three Months Ended March 31,
(Dollars in millions)	Current<br>Year		Ratio %/<br>Pt Change		Prior<br>Years		Ratio %/<br>Pt Change		Total<br>Incurred		Ratio %/<br>Pt Change
2026
Attritional	$	1,392	56.7	%	$	37	1.5	%	1,428		58.2	%
Catastrophes	90		3.7	%	(70)		(2.8)	%	20		0.8	%
Total Segment	$	1,482	60.3	%	$	(33)	(1.4)	%	$	1,448	59.0	%
2025
Attritional	$	1,496	58.0	%	$	—	—	%	1,496		58.0	%
Catastrophes	509		19.7	%	—		—	%	509		19.7	%
Total Segment	$	2,004	77.7	%	$	—	—	%	$	2,005	77.7	%
Variance 2026/2025
Attritional	$	(104)	(1.3)	pts	$	37	1.5	pts	$	(68)	0.2	pts
Catastrophes	(418)		(16.0)	pts	(70)		(2.9)	pts	(489)		(18.9)	pts
Total Segment	$	(523)	(17.4)	pts	$	(34)	(1.4)	pts	$	(556)	(18.7)	pts

(Some amounts may not reconcile due to rounding.)

Incurred losses decreased by 27.7% to $1.4 billion for the three months ended March 31, 2026, compared to $2.0 billion for the three months ended March 31, 2025. The decrease was primarily due to a decrease of $418 million in current year catastrophe losses, a decrease of $104 million in current year attritional losses and favorable development on prior year catastrophe losses of $70 million, partially offset by an increase of unfavorable development on prior year attritional losses of $37 million.

The decrease in current year attritional losses was mainly related to the impact of change in business mix and effect of the Washington D.C. aviation accident loss recognized in first quarter 2025. The unfavorable development on prior year attritional losses of $37 million was primarily driven by development of Russia/Ukraine losses.

The $90 million of current year catastrophe losses for the three months ended March 31, 2026 related primarily to the 2026 Middle East Conflict ($40 million), 2026 Kristin Storms ($15 million), the 2026 Winter Storm Fern ($15 million), the 2026 U.S. Winter Weather Events ($10 million) and the 2026 Nils Storm ($10 million). The $509 million of current year catastrophe losses for the three months ended March 31, 2025 related primarily to the 2025 Southern California wildfires ($489 million) and the Myanmar earthquake ($20 million). For three months ended March 31, 2026, the favorable development on prior year catastrophe losses was mainly related to reserves released for various well seasoned 2023 and 2024 events, as well as 2025 Southern California wildfires reserves related to marine business.

Segment Expenses. Commission and brokerage expense decreased by 0.8% to $632 million for the three months ended March 31, 2026, compared to $637 million for the three months ended March 31, 2025. The decrease was mainly due to the impact of the decrease in premiums earned. Segment other underwriting expenses remained relatively consistent, increasing slightly by 1.9% to $61 million for the three months ended March 31, 2026, compared to $60 million for the three months ended March 31, 2025.

Table of Contents

Global Wholesale & Specialty.

The following table presents the underwriting results and ratios for the Global Wholesale & Specialty segment for the periods indicated:

	Three Months Ended March 31,
(Dollars in millions)	2026			2025			Variance		% Change
Gross written premiums	$	793		$	770		$	22	2.9	%
Net written premiums	692			655			37		5.6	%
Premiums earned	$	719		$	732		$	(13)	(1.8)	%
Incurred losses and LAE	453			482			(29)		(5.9)	%
Commission and brokerage	152			143			9		6.3	%
Other underwriting expenses	90			76			15		19.4	%
Underwriting gain (loss)	$	23		$	32		$	(8)	(26.4)	%
									Point Chg
Loss ratio	63.0		%	65.8		%			(2.8)
Commission and brokerage ratio	21.2		%	19.6		%			1.6
Other underwriting expense ratio	12.6		%	10.3		%			2.3
Combined ratio	96.8		%	95.7		%			1.1

(NM not meaningful)

(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums increased by 2.9% to $793 million for the three months ended March 31, 2026, compared to $770 million for the three months ended March 31, 2025. The increase in Global Wholesale & Specialty was primarily driven by specialty, professional liability, and accident and health business globally, partially offset by property/short-tail and casualty businesses.

Net written premiums increased by 5.6% to $692 million for the three months ended March 31, 2026, compared to $655 million for the three months ended March 31, 2025. The increase is consistent with gross written premium changes in addition to business mix which reflects an increased proportion in lines of business with higher overall net retention

Premiums earned decreased by 1.8% to $719 million for the three months ended March 31, 2026, compared to $732 million for the three months ended March 31, 2025. The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period, whereas written premiums are generally recorded at the initiation of the coverage period.

Table of Contents

Incurred Losses and LAE. The following tables present the incurred losses and LAE for the Global Wholesale & Specialty segment for the periods indicated:

	Three Months Ended March 31,
(Dollars in millions)	Current<br>Year		Ratio %/<br>Pt Change		Prior<br>Years		Ratio %/<br>Pt Change		Total<br>Incurred		Ratio %/<br>Pt Change
2026
Attritional	$	423	58.9	%	$	—	—	%	423		58.9	%
Catastrophes	30		4.2	%	—		—	%	30		4.2	%
Total Segment	$	453	63.0	%	$	—	—	%	$	453	63.0	%
2025
Attritional	$	461	63.0	%	$	—	—	%	461		63.0	%
Catastrophes	23		3.1	%	(2)		(0.3)	%	21		2.8	%
Total Segment	$	484	66.1	%	$	(2)	(0.3)	%	$	482	65.8	%
Variance 2026/2025
Attritional	$	(38)	(4.1)	pts	$	—	—	pts	$	(38)	(4.1)	pts
Catastrophes	7		1.1	pts	2		0.3	pts	9		1.4	pts
Total Segment	$	(31)	(3.1)	pts	$	2	0.3	pts	$	(29)	(2.8)	pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE decreased by 5.9% to $453 million for the three months ended March 31, 2026, compared to $482 million for the three months ended March 31, 2025. The decrease was mainly due to a decrease of $38 million in current year attritional losses, partially offset by an increase of $7 million in current year catastrophe losses and a decrease of $2 million in favorable development from prior year catastrophe losses.

The decrease in current year attritional losses was mainly related to the impact of change in business mix. The $30 million of current year catastrophe losses for the three months ended March 31, 2026 related to the 2026 Middle East Conflict ($17 million) and 2026 Winterstorm Fern ($13 million). The $23 million of current year catastrophe losses for the three months ended March 31, 2025 related to the 2025 Southern California wildfires and the Myanmar earthquake.

Segment Expenses. Commission and brokerage increased by 6.3% to $152 million for the three months ended March 31, 2026, compared to $143 million for the three months ended March 31, 2025. The increase in commission and brokerage expenses were primarily due to mix of business. Segment other underwriting expenses increased to $90 million for the three months ended March 31, 2026, compared to $76 million for the three months ended March 31, 2025. The increase was mainly due to investment in people and technology.

Legacy.

The Legacy segment primarily includes the divested and held-for-sale parts of the commercial retail insurance business and the results of our sports and leisure business that was sold in October 2024 consisting of policies written prior to the sale and certain new and renewed policies written on the Company’s paper post sale. Additionally, this segment includes run-off A&E exposures, certain discontinued insurance programs, and certain discontinued insurance and reinsurance coverage classes. The Legacy segment does not generally sell insurance or reinsurance products but is responsible for the management of existing policies and settlement of related losses. Certain commercial retail insurance policies will be renewed on the Company’s paper for finite period in 2026.

Table of Contents

The following table presents the underwriting results and ratios for the Legacy segment for the periods indicated:

	Three Months Ended March 31,
(Dollars in millions)	2026		2025		Variance		% Change
Gross written premiums	$	135	$	686	$	(551)	(80.3)	%
Net written premiums	89		552		(462)		(83.8)	%
Premiums earned	$	399	$	540	$	(141)	(26.1)	%
Incurred losses and LAE	316		407		(92)		(22.5)	%
Commission and brokerage	41		44		(3)		(7.8)	%
Other underwriting expenses	65		103		(38)		(37.1)	%
Underwriting gain (loss)	$	(22)	$	(14)	$	(8)	55.4	%

(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums decreased by 80.3% to $135 million for the three months ended March 31, 2026, compared to $686 million for the three months ended March 31, 2025. Net written premiums decreased by 83.8% to $89 million for the three months ended March 31, 2026, compared to $552 million for the three months ended March 31, 2025. Premiums earned decreased by 26.1% to $399 million for the three months ended March 31, 2026, compared to $540 million for the three months ended March 31, 2025. Premiums are expected to decrease as premiums earn and as the commercial retail insurance business is renewed with AIG under the previously announced renewal rights agreement.

Incurred Losses and LAE. The following tables present the incurred losses and LAE for the Legacy segment for the periods indicated:

	Three Months Ended March 31,
(Dollars in millions)	Current<br>Year		Ratio %/<br>Pt Change		Prior<br>Years		Ratio %/<br>Pt Change		Total<br>Incurred		Ratio %/<br>Pt Change
2026
Attritional	$	306	76.7	%	$	—	—	%	306		76.7	%
Catastrophes	10		2.5	%	—		—	%	10		2.5	%
Total Segment	$	316	79.2	%	$	—	—	%	$	316	79.2	%
2025
Attritional	$	402	74.5	%	$	—	—	%	403		74.6	%
Catastrophes	3		0.5	%	2		0.4	%	5		0.9	%
Total Segment	$	405	75.0	%	$	2	0.4	%	$	407	75.4	%
Variance 2026/2025
Attritional	$	(97)	2.1	pts	$	—	—	pts	$	(97)	2.1	pts
Catastrophes	7		2.0	pts	(2)		(0.4)	pts	5		1.6	pts
Total Segment	$	(89)	4.1	pts	$	(2)	(0.4)	pts	$	(92)	3.7	pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE decreased by 22.5% to $316 million for the three months ended March 31, 2026, compared to $407 million for the three months ended March 31, 2025. The decrease was mainly due to a decrease of $97 million in current year attritional losses and a decrease of $2 million in unfavorable development from prior year catastrophe losses, partially offset by an increase of $7 million in current year catastrophe losses.

The increase in current year attritional loss ratio is primarily driven by continued conservative loss selections within the North America Casualty lines of business. The $10 million of current year catastrophe losses for the three months ended March 31, 2026 primarily related to the 2026 U.S. Winter Weather Events. The $3 million of current year catastrophe losses for the three months ended March 31, 2025 related to the 2025 Southern California wildfires.

Segment Expenses. Commission and brokerage decreased by 7.8% to $41 million for the three months ended March 31, 2026, compared to $44 million for the three months ended March 31, 2025. Segment other underwriting expenses decreased to $65 million for the three months ended March 31, 2026, compared to $103 million for the three months

Table of Contents

ended March 31, 2025. The decrease in commission was mainly due to the impact of the decrease in premiums earned, due to the lines of business included in this segment primarily being in run-off. The decrease in operating expenses is driven by the recognition of transition services income driven by the Renewal Right Sale.

FINANCIAL CONDITION

Investments. Total investments, were $43.6 billion at March 31, 2026, a decrease of $505 million compared to $44.1 billion at December 31, 2025. The decrease in investments was primarily driven by a decrease in short-term investments of $765 million, an increase in fixed maturities - available for sale due to an overall net purchase of $785 million, an increase in fixed maturities - held to maturity due to an overall net purchase of $30 million, a net increase in other invested assets of $14 million, and net unrealized loss of $453 million during the three months ended March 31, 2026.

The Company’s limited partnership investments are comprised of limited partnerships that invest in private equity, private credit and private real estate. Generally, the limited partnerships are reported on a month or quarter lag. We receive annual audited financial statements for all of the limited partnerships, which are primarily prepared using fair value accounting in accordance with Financial Accounting Standards Board guidance. For the quarterly reports, the Company reviews the financial reports for any unusual changes in carrying value. If the Company becomes aware of a significant decline in value during the lag reporting period, the loss will be recorded in the period in which the Company identifies the decline.

The table below summarizes the composition and characteristics of our investment portfolio for the periods indicated.

	At<br>March 31, 2026	At<br>December 31, 2025
Fixed income portfolio duration (years)	3.5	3.4
Fixed income composite credit quality	AA-	AA-

Reinsurance Recoverables.

Reinsurance recoverables totaled $5.1 billion and March 31, 2026 respectively. At March 31, 2026, in connection with the ADC reinsurance agreements, $1.25 billion was recoverable from State National Insurance Company, Inc. At March 31, 2026, $394 million, or 7.7%, was receivable from Mt. Logan Re collateralized segregated accounts; $350 million, or 10.0%, was receivable from Munich Reinsurance America, Inc. and $326 million, or 7.7% was receivable from Endurance Assurance Corporation. No other retrocessionaire accounted for more than 5% of our recoverables.

Loss and LAE Reserves. Gross loss and LAE reserves totaled $34.6 billion and $34.3 billion at March 31, 2026 and December 31, 2025, respectively.

The following tables summarize gross outstanding loss and LAE reserves by segment, classified by case reserves and Incurred But Not Reported (“IBNR”) reserves, for the periods indicated.

	At March 31, 2026
(Dollars in millions)	Case<br>Reserves		IBNR<br>Reserves		Total<br>Reserves		% of<br>Total
Reinsurance Treaty	$	6,260	$	14,128	$	20,388	58.8	%
Global Wholesale & Specialty	1,708		4,334		6,042		17.4	%
Legacy (1)	2,197		6,023		8,219		23.7	%
Total	$	10,164	$	24,484	$	34,649	100.0	%

(Some amounts may not reconcile due to rounding.)

(1) Reserves for A&E exposures are included within Legacy. At March 31, 2026, A&E case and IBNR reserves totaled $148 million and $56 million, respectively.

Table of Contents

	At December 31, 2025
(Dollars in millions)	Case<br>Reserves		IBNR<br>Reserves		Total<br>Reserves		% of<br>Total
Reinsurance Treaty	$	6,223	$	13,830	$	20,053	58.4	%
Global Wholesale & Specialty	1,715		4,220		5,935		17.3	%
Legacy (1)	2,264		6,060		8,324		24.3	%
Total	$	10,201	$	24,110	$	34,312	100.0	%

(Some amounts may not reconcile due to rounding.)

(1) Reserves for A&E exposures are included within Legacy. At December 31, 2025, A&E case and IBNR reserves totaled $150 million and $59 million, respectively.

Changes in premiums earned and business mix, reserve refinement, catastrophe losses, including losses related to the Middle East conflict, and changes in catastrophe loss reserves and claim settlement activity all impact loss and LAE reserves by segment and in total.

Our carried loss and LAE reserves represent management’s best estimate of our ultimate liability for unpaid claims. We continuously re-evaluate our reserves, including re-estimates of prior period reserves, taking into consideration all available information and, in particular, newly reported loss and claim experience. Changes in reserves resulting from such re-evaluations are reflected in incurred losses in the period when the re-evaluation is made. Our analytical methods and processes operate at multiple levels, including individual contracts, groupings of like contracts, classes and lines of business, internal business units, segments, accident years, legal entities, and in the aggregate. In order to set appropriate reserves, we make qualitative and quantitative analyses and judgments at these various levels. We utilize actuarial science, business expertise and management judgment in a manner intended to ensure the accuracy and consistency of our reserving practices. Management’s best estimate is developed through collaboration with actuarial, underwriting, claims, legal and finance departments and culminates with the input of reserve committees. Each segment reserve committee includes the participation of the relevant parties from actuarial, finance, claims and segment senior management. Reserves are further reviewed by Everest’s Chief Reserving Actuary and senior management. The objective of such process is to determine a single best estimate viewed by management to be the best estimate of its ultimate loss liability. Nevertheless, our reserves are estimates, which are subject to variation, which may be significant.

We are exposed to losses arising from unpredictable catastrophic events, including, but not limited to, weather-related and other natural catastrophes, as well as acts of terrorism, wars, pandemics, political instability and significant cyber or operational incidents, for which liabilities cannot be estimated using traditional reserving techniques. For example, we have exposure to losses due to the uncertainty regarding the current conflict in the Middle East. The Company’s loss and LAE reserves represent management’s current best estimate of the ultimate liability.

There can be no assurance that reserves for, and losses from, claim obligations will not increase in the future, possibly by a material amount. However, we believe that our existing reserves and reserving methodologies lessen the probability that any such increase would have a material adverse effect on our financial condition, results of operations or cash flows.

Asbestos and Environmental Exposures. A&E exposures represent a separate exposure group for monitoring and evaluating reserve adequacy. The results of run-off A&E exposures are included within the Company’s Legacy segment. The following table summarizes the outstanding loss reserves with respect to A&E reserves on both a gross and net of retrocessions basis for the periods indicated.

	At<br>March 31,		At<br>December 31,
(Dollars in millions)	2026		2025
Gross reserves	$	204	$	209
Ceded reserves	(16)		(16)
Net reserves	$	188	$	193

(Some amounts may not reconcile due to rounding.)

With respect to asbestos only, at March 31, 2026, we had net asbestos loss reserves of $165 million, or 87.9%, of total net A&E reserves, all of which was for assumed business. At March 31, 2026, we had gross asbestos loss reserves of $181 million, or 88.9% of total gross A&E reserves, all of which was for assumed business.

Table of Contents

Ultimate loss projections for A&E liabilities cannot be accomplished using standard actuarial techniques. We believe that our A&E reserves represent management’s best estimate of the ultimate liability; however, there can be no assurance that ultimate loss payments will not exceed such reserves, perhaps by a significant amount.

Industry analysts use the “survival ratio” to compare the A&E reserves among companies with such liabilities. The survival ratio is typically calculated by dividing a company’s current net reserves by the three-year average of annual paid losses. Hence, the survival ratio equals the number of years that it would take to exhaust the current reserves if future loss payments were to continue at historical levels. Using this measurement, our net three-year asbestos survival ratio was 4.6 years at March 31, 2026 and 4.7 years at December 31, 2025. These metrics can be skewed by individual large settlements occurring in the prior three years and therefore may not be indicative of the timing of future payments.

LIQUIDITY AND CAPITAL RESOURCES

Capital. Shareholders’ equity at March 31, 2026 and December 31, 2025 was $15.3 billion and $15.5 billion, respectively. Management’s objective in managing capital is to ensure that the Company’s overall capital level, as well as the capital levels of its operating subsidiaries, exceed the amounts required by regulators, the amount needed to support our current financial strength ratings from rating agencies and our own economic capital models. The Company’s capital has historically exceeded these benchmark levels.

Our two main operating companies, Everest Reinsurance (Bermuda) Ltd. (“Bermuda Re”) and Everest Reinsurance Company (“Everest Re”), are regulated by the Bermuda Monetary Authority (“BMA”) and the State of Delaware’s Department of Insurance, respectively. Both regulatory bodies have their own capital adequacy models based on statutory capital as opposed to GAAP basis equity. Bermuda Re is subject to the Bermuda Solvency Capital Requirement (“BSCR”) administered by the BMA and Everest Re is subject to the RBC developed by the U.S. National Association of Insurance Commissioners (“NAIC”). Failure to meet the required statutory capital levels could result in various regulatory restrictions, including restrictions on business activity and the payment of dividends to their parent companies.

The actual and required statutory capital and surplus of Bermuda Re was as follows:

	Bermuda Re
	At December 31,
(Dollars in millions)	2025		2024
Statutory economic capital and surplus	$	5,415	$	4,623
Required statutory capital and surplus (1)	$	2,532	$	2,626

(1) The required statutory capital and surplus is calculated as the BSCR.

The regulatory targeted capital and the actual statutory capital for Everest Re was as follows:

	Everest Re (1)
	At December 31,
(Dollars in millions)	2025		2024
Actual capital	$	8,856	$	8,126
Regulatory targeted capital	$	5,119	$	4,799

(1) Regulatory targeted capital represents 200% of the Risk Based Capital authorized control level calculation for the applicable year.

Our financial strength ratings, as determined by A.M. Best, S&P and Moody’s, are important, as they provide our customers and investors with an independent assessment of our financial strength using a rating scale that provides for relative comparisons. We continue to possess significant financial flexibility and access to debt and equity markets as a result of our financial strength, as evidenced by the financial strength ratings assigned by independent rating agencies.

We maintain our own economic capital models to monitor and project our overall capital. We also monitor and project the regulatory capital at our operating subsidiaries. A key input to the economic models is projected income, and this input is continually compared to actual results, which may require a change in the capital strategy.

For the three months ended March 31, 2026, we repurchased 1,002,516 of our common shares at a cost of $331 million in the open market and paid $80 million in common share dividends to enhance long-term expected returns to our shareholders. During fiscal year 2025, we repurchased 2,394,763 of our common shares at a cost of $797 million in the open market and paid $335 million in common share dividends. From time to time, we may enter into a Rule 10b5-1 repurchase plan to facilitate the repurchase of shares, repurchase shares in open market transactions, privately

Table of Contents

negotiated transactions or otherwise. On November 7, 2024, our existing board of directors (“Board”) authorization to repurchase up to 32 million of our shares was increased by 10 million shares to authorize the repurchase of up to 42 million shares. As of March 31, 2026, we had repurchased 34.7 million shares under this authorization. During the first quarter of 2026, the Company’s Board declared a quarterly common stock dividend of $2.00 per share. The common stock dividend was paid on March 27, 2026 for holders of record as of March 13, 2026.

We may continue, from time to time, to seek to retire portions of our outstanding debt securities through cash repurchases, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be subject to and depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material.

Liquidity. Our liquidity requirements are generally met from positive cash flow from operations. Positive cash flow results from reinsurance and insurance premiums being collected prior to disbursements for claims, with disbursements generally taking place over an extended period after the collection of premiums, sometimes a period of many years. Collected premiums are generally invested, prior to their use in such disbursements, and investment income provides additional funding for loss payments. Our net cash flows from operating activities were $649 million and $928 million for the three months ended March 31, 2026 and 2025, respectively. Additionally, these cash flows reflected net catastrophe loss payments of $107 million and $317 million for the three months ended March 31, 2026 and 2025, respectively, and net tax payments of $12 million and $1 million for the three months ended March 31, 2026 and 2025, respectively.

If disbursements for losses and LAE, policy acquisition costs and other operating expenses were to exceed premium inflows, cash flow from reinsurance and insurance operations would be negative. The effect on cash flow from insurance operations would be partially offset by cash flow from investment income. Additionally, cash inflows from investment maturities of both short-term investments and longer-term maturities are available to supplement other operating cash flows. We do not expect to supplement negative insurance operations cash flows with investment dispositions.

As the timing of payments for losses and LAE cannot be predicted with certainty, we maintain portfolios of long-term invested assets with varying maturities, along with short-term investments that provide additional liquidity for payment of claims. At March 31, 2026 and December 31, 2025, we held cash and short-term investments of $3.6 billion and $4.3 billion, respectively. Our short-term investments are generally readily marketable and can be converted to cash. In addition to these cash and short-term investments, at March 31, 2026, we had $1.4 billion of fixed maturity securities - available for sale maturing within one year or less, $11.1 billion maturing within one to five years and $8.5 billion maturing after five years. We believe that these fixed maturity securities, in conjunction with the short-term investments and positive cash flow from operations, provide ample sources of liquidity for the expected payment of losses and LAE in the near future. We do not anticipate selling a significant amount of securities to pay losses and LAE. At March 31, 2026, we had $432 million of net pre-tax unrealized depreciation related to fixed maturity - available for sale securities, comprised of $784 million of pre-tax unrealized depreciation and $352 million of pre-tax unrealized appreciation.

Management generally expects annual positive cash flow from operations. However, given catastrophic events observed in recent periods, cash flow from operations may decline and could become negative in the near term as significant claim payments are made related to the catastrophes. However, as indicated above, the Company has access to ample liquidity to settle its catastrophe claims and also may receive payments under the catastrophe bond program and the Mt. Logan Re collateralized reinsurance arrangement.

In addition to our cash flows from operations and liquid investments, Everest Re is a member of the Federal Home Loan Bank of New York (“FHLBNY”), which allows Everest Re to borrow up to 10% of its statutory admitted assets. As of March 31, 2026, Everest Re had statutory admitted assets of approximately $32.2 billion which provides borrowing capacity of up to approximately $3.2 billion. As of March 31, 2026, Everest Re had $1.0 billion of borrowings outstanding, which begin to expire in 2026. See Note 8 – Credit Facilities to the Notes to the consolidated financial statements in Part I, Item I of this Form 10-Q for further details.

Market Sensitive Instruments.

Our current investment strategy seeks to maximize after-tax income through a high quality, diversified, fixed maturity portfolio, while maintaining an adequate level of liquidity. Our mix of investments is adjusted periodically, consistent with our current and projected operating results and market conditions. The fixed maturity securities in the investment portfolio are comprised of available for sale and held to maturity securities. Additionally, we have invested in equity securities.

Table of Contents

The overall investment strategy considers the scope of present and anticipated Company operations. In particular, estimates of the financial impact resulting from non-investment asset and liability transactions, together with our capital structure and other factors, are used to develop a net liability analysis. This analysis includes estimated payout characteristics for which our investments provide liquidity. This analysis is considered in the development of specific investment strategies for asset allocation, duration and credit quality. The change in overall market sensitive risk exposure principally reflects the asset changes that took place during the period.

Interest Rate Risk. Our $45.0 billion cash and invested assets portfolio at March 31, 2026 is principally comprised of fixed maturity securities, which are generally subject to interest rate risk and some foreign currency exchange rate risk, and some equity securities, which are subject to price fluctuations and some foreign exchange rate risk. The overall economic impact of the foreign exchange risks on the investment portfolio is partially mitigated by changes in the dollar value of foreign currency denominated liabilities and their associated income statement impact.

Interest rate risk is the potential change in value of the fixed maturity securities portfolio from a change in market interest rates. In a declining interest rate environment, interest rate risk includes prepayment risk on the $8.7 billion of mortgage-backed securities in the $35.2 billion fixed maturity portfolio. Prepayment risk results from potential accelerated principal payments that shorten the average life, and thus, the expected yield of the security.

The table below displays the potential impact of fair value fluctuations and after-tax unrealized appreciation on our fixed maturity portfolio (including $2.2 billion of short-term investments) for the period indicated based on upward and downward parallel and immediate 100 and 200 basis point shifts in interest rates. For legal entities with a U.S. dollar functional currency, this modeling was performed on each security individually. To generate appropriate price estimates on mortgage-backed securities, changes in prepayment expectations under different interest rate environments were taken into account. For legal entities with a non-U.S. dollar functional currency, the effective duration of the involved portfolio of securities was used as a proxy for the fair value change under the various interest rate change scenarios.

	Impact of Interest Rate Shift in Basis Points<br>At March 31, 2026
	-200		-100		0		100		200
(Dollars in millions)
Total Fair Value	$	40,211	$	38,937	$	37,618	$	36,255	$	34,847
Fair Value Change from Base (%)	6.9%		3.5%		—%		(3.6)%		(7.4)%
Change in Unrealized Appreciation
After-tax from Base ($)	$	2,096	$	1,065	$	—	$	(1,101)	$	(2,236)

We had $34.6 billion and $34.3 billion of gross reserves for losses and LAE as of March 31, 2026 and December 31, 2025, respectively. These amounts are recorded at their nominal value, as opposed to present value, which would reflect a discount adjustment to reflect the time value of money. Since losses are paid out over a period of time, the present value of the reserves is less than the nominal value. As interest rates rise, the present value of the reserves decreases and, conversely, as interest rates decline, the present value increases. These movements are similar to the interest rate impacts on the fair value of investments held. While the difference between present value and nominal value is not reflected in our financial statements, our financial results will include investment income over time from the investment portfolio until the claims are paid. Our loss and loss reserve obligations have an expected duration of approximately 3.7 years, which is reasonably consistent with our fixed income portfolio. If we were to discount our loss and LAE reserves, net of ceded reserves, the discount would be approximately $5.1 billion resulting in a discounted reserve balance of approximately $26.0 billion, representing approximately 69.3% of the value of the fixed maturity investment portfolio funds.

Foreign Currency Risk. Foreign currency risk is the potential change in value, income and cash flow arising from adverse changes in foreign currency exchange rates. Each of our non-U.S./Bermuda operations maintains capital in the currency of the country of its geographic location consistent with local regulatory guidelines. Our operating entities may conduct business in local currency, as well as the currency of other countries in which they operate. The primary foreign currency exposures for these non-U.S. operations are the Canadian Dollar, the Singapore Dollar. the British Pound Sterling and the Euro. Generally, we mitigate foreign exchange exposure by matching the currency and duration of our assets to our corresponding operating liabilities. In accordance with GAAP, the impact on the fair value of available for sale fixed maturities due to changes in foreign currency exchange rates, in relation to functional currency, is reflected as part of other comprehensive income. Conversely, the impact of changes in foreign currency exchange rates, in relation to functional currency, on other assets and liabilities is reflected through net income as a component of other income

Table of Contents

(expense). In addition, we translate the assets, liabilities and income of non-U.S. dollar functional currency legal entities to the U.S. dollar. This translation amount is reported as a component of other comprehensive income.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Instruments. See “Liquidity and Capital Resources - Market Sensitive Instruments” in Part I – Item 2 of this Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our management carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance and reinsurance agreements. In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, the Company believes that its positions are legally and commercially reasonable. The Company considers the statuses of these proceedings when determining its reserves for unpaid loss and LAE.

Aside from litigation and arbitrations related to these insurance and reinsurance agreements, the Company is not a party to any other material litigation or arbitration.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A. “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities.

Issuer Purchases of Equity Securities
	(a)	(b)		(c)	(d)
Period	Total Number of<br><br>Shares (or Units)<br><br>Purchased (2)	Average Price Paid<br>per Share (or Unit)		Total Number of<br>Shares (or Units)<br>Purchased as Part<br>of Publicly<br>Announced Plans or<br>Programs	Maximum Number of Shares (or<br><br>Units) that May Yet<br><br>Be Purchased Under<br><br>the Plans or<br><br>Programs (1)
January 1 - 31, 2026	297,345	$	327.8870	297,345	8,000,331
February 1 - 28, 2026	316,574	$	335.8802	295,095	7,705,236
March 1 - 31, 2026	457,076	$	328.5770	410,076	7,295,160
Total	1,070,995	$	—	1,002,516	7,295,160

(1) On November 7, 2024, the Company’s Board approved an amendment to the share repurchase program authorizing the Company and/or its subsidiary Holdings, to purchase up to an additional 10.0 million shares. Currently, an aggregate amount of 42.0 million of the Company’s shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, 10b5-1 share repurchase plans, privately negotiated transactions, or a combination thereof. As of March 31, 2026, the Company and/or its subsidiary Holdings have repurchased an aggregate of 34.7 million of the Company’s shares.

(2) Shares that have not been repurchased through a publicly announced plan or program consist of shares repurchased by the Company from employees in order to satisfy tax withholding obligations on vestings and/or settlements of share-based compensation awards.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, during the fiscal quarter ended March 31, 2026.

Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers.

Table of Contents

In a Current Report on Form 8-K filed with the SEC on November 20, 2025, the Company announced the retirement of Mark Kociancic, its Executive Vice President and CFO and the appointment of Elias Habayeb as his successor. Mr. Kociancic retired from his role on April 30, 2026. During the transition period between Mr. Kociancic’s retirement and the effective date of Mr. Habayeb’s appointment as Executive Vice President and Chief Financial Officer, the Company’s Chief Accounting Officer, Robert J. Freiling, was the Company’s Principal Financial Officer. Mr. Freiling, age 58, has served as the Company’s Senior Vice President and Chief Accounting Officer since August 2021. Prior to that, he served as the Company’s Deputy Controller.

ITEM 6. EXHIBITS

Exhibit Index
Exhibit No.	Description
10.1*	Separation, Transition Services and General Release Agreement, effective March 13, 2026 by and between Ricardo A. Anzaldua and Everest Global Services, Inc.
10.2*	Purchase and Sale Agreement, effective dated March 22, 2026 between Everest Underwriting Group (Ireland) Limited and The Wawanesa Mutual Insurance Company
10.3*	Form of 2026 Performance Stock UnitAward Agreement under the Everest Group, Ltd. 2020 Stock Incentive Plan
10.4*	Form of2026RestrictedStockAward Agreementunder the Everest Group, Ltd. 2020 Stock Incentive Plan
10.5*	Employment Contract between Everest Advisors (UK), Ltd. and Jason Keen dated June 24, 2021, as amended by the Contract variation letters subsequent thereto
10.6*	Amended & Restated Executive Performance Annual Incentive Plan
31.1	Section 302 Certification of James Williamson
31.2	Section 302 Certification of Robert J. Freiling
32.1	Section 906 Certification of James Williamson and Robert J. Freiling
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Labels Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herewith

Table of Contents

Everest Group, Ltd.

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 thereunto duly authorized.

Everest Group, Ltd.
(Registrant)
/S/ ROBERT J. FREILING
Robert J. Freiling
Senior Vice President and<br><br>Chief Accounting Officer
(Duly Authorized Officer)

Dated: May 5, 2026

57

eg-20260331xexx101

---

---

---

---

---

---

---

---

---

eg-20260331xexx102

Execution Version 1012075734v13 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. THE REDACTED INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL, AND DISCLOSURE WOULD LIKELY CAUSE COMPETITE HARM TO THE COMPANY. OMISSIONS ARE DESIGNATED AS “[*****]”. PURCHASE AND SALE AGREEMENT dated as of March 22, 2026 between EVEREST UNDERWRITING GROUP (IRELAND) LIMITED and THE WAWANESA MUTUAL INSURANCE COMPANY

---

i 1012075734v13 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ............................................................................................................1 Section 1.1 Defined Terms .........................................................................................................1 Section 1.2 Rules of Construction ............................................................................................21 ARTICLE II PURCHASE AND SALE; CLOSING .....................................................................22 Section 2.1 Purchase and Sale ..................................................................................................22 Section 2.2 Purchase Price and Estimated Purchase Price. ......................................................22 Section 2.3 Pre-Closing Deliverables. ......................................................................................23 Section 2.4 Payments and Computations ..................................................................................24 Section 2.5 Closing ...................................................................................................................25 Section 2.6 Buyer’s Additional Closing Date Deliveries. ........................................................25 Section 2.7 Seller’s Additional Closing Date Deliveries. .........................................................26 Section 2.8 Post-Closing Adjustment. ......................................................................................27 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER .................................31 Section 3.1 Incorporation and Authority ..................................................................................31 Section 3.2 Capital Structure of the Acquired Companies; Ownership and Transfer of the Shares .....................................................................................................................32 Section 3.3 Governmental Approvals .......................................................................................33 Section 3.4 No Conflict.............................................................................................................33 Section 3.5 Financial Statements; Absence of Undisclosed Liabilities ....................................34 Section 3.6 Absence of Certain Changes ..................................................................................35 Section 3.7 Absence of Litigation; Governmental Orders ........................................................35 Section 3.8 Compliance with Laws ..........................................................................................36 Section 3.9 Governmental Licenses and Permits ......................................................................36 Section 3.10 Intellectual Property. ..............................................................................................37 Section 3.11 Data Security; Data Privacy; IT .............................................................................38 Section 3.12 Material Contracts ..................................................................................................39 Section 3.13 Employee Benefits. ................................................................................................42 Section 3.14 Employees. .............................................................................................................43 Section 3.15 Insurance Business .................................................................................................45 Section 3.16 Reinsurance ............................................................................................................46 Section 3.17 Regulatory Filings and Matters ..............................................................................47 Section 3.18 Producers................................................................................................................48 Section 3.19 Investment Assets ..................................................................................................48 Section 3.20 Insurance. ...............................................................................................................48 Section 3.21 Reserves .................................................................................................................48 Section 3.22 Sufficiency of Assets; Title ....................................................................................48 Section 3.23 Real Property .........................................................................................................49 Section 3.24 Environmental Matters...........................................................................................50

---

ii 1012075734v13 Section 3.25 Affiliate Transactions.............................................................................................50 Section 3.26 Taxes ......................................................................................................................51 Section 3.27 Business Books and Records .................................................................................53 Section 3.28 Bank Accounts .......................................................................................................54 Section 3.29 No Business Activities of Acquired Services Company........................................54 Section 3.30 Anti-Money Laundering; Sanctions; Anti-Corruption...........................................54 Section 3.31 Brokers ...................................................................................................................55 Section 3.32 NO OTHER REPRESENTATIONS OR WARRANTIES ...................................55 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER ..................................55 Section 4.1 Incorporation and Authority of Buyer ...................................................................56 Section 4.2 Governmental Approvals .......................................................................................56 Section 4.3 No Conflict.............................................................................................................56 Section 4.4 Absence of Litigation .............................................................................................57 Section 4.5 Regulatory Matters.................................................................................................57 Section 4.6 Purchase for Investment .........................................................................................57 Section 4.7 Financial Ability ....................................................................................................58 Section 4.8 Solvency. ................................................................................................................58 Section 4.9 Brokers ...................................................................................................................58 Section 4.10 Investigation; No Additional Representations; Reliance; Market Reaction. .........58 ARTICLE V COVENANTS..........................................................................................................59 Section 5.1 Conduct of Business Prior to the Closing ..............................................................59 Section 5.2 Access to Information ............................................................................................63 Section 5.3 Regulatory and Other Authorizations ....................................................................64 Section 5.4 Third Party Consents; Shared Contracts. ...............................................................66 Section 5.5 Intercompany Obligations and Arrangements .......................................................68 Section 5.6 Books and Records ................................................................................................69 Section 5.7 Seller Names and Marks. .......................................................................................70 Section 5.8 Insurance ................................................................................................................73 Section 5.9 D&O Liabilities .....................................................................................................75 Section 5.10 Employee Non-Solicit; Non-Compete ...................................................................76 Section 5.11 Confidentiality; Disclosed Personal Information...................................................81 Section 5.12 No Provision of Services and Systems. .................................................................83 Section 5.13 Further Action ........................................................................................................83 Section 5.14 Exclusivity .............................................................................................................83 Section 5.15 Representation and Warranty Insurance Policy. ....................................................84 Section 5.16 Transition Services Agreement and Coordination. ................................................84 Section 5.17 Lease Assignment or Alternative Arrangements. ..................................................86 Section 5.18 Seller Confidentiality Agreements. ........................................................................86 Section 5.19 Delivery of Financial Statements. ..........................................................................87 Section 5.20 Acquired Services Company. .................................................................................87

---

iii 1012075734v13 ARTICLE VI EMPLOYEE MATTERS .......................................................................................88 Section 6.1 Employee Matters ..................................................................................................88 Section 6.2 Access to Employees .............................................................................................92 ARTICLE VII TAX MATTERS ...................................................................................................92 Section 7.1 Transfer Taxes .......................................................................................................92 Section 7.2 Assistance and Cooperation ...................................................................................92 Section 7.3 Mandatory Reporting .............................................................................................93 Section 7.4 Tax Returns ............................................................................................................93 Section 7.5 Tax Benefits ...........................................................................................................94 ARTICLE VIII CONDITIONS TO CLOSING .............................................................................94 Section 8.1 Conditions to Obligations of Seller .......................................................................94 Section 8.2 Conditions to Obligations of Buyer .......................................................................95 ARTICLE IX TERMINATION .....................................................................................................96 Section 9.1 Termination ............................................................................................................96 Section 9.2 Notice of Termination ............................................................................................97 Section 9.3 Effect of Termination .............................................................................................97 ARTICLE X MISCELLANEOUS PROVISIONS ........................................................................97 Section 10.1 Non-Survival of Representations and Warranties..................................................97 Section 10.2 Notices. ..................................................................................................................97 Section 10.3 Entire Agreement ...................................................................................................98 Section 10.4 Waivers and Amendment .......................................................................................99 Section 10.5 Successors and Assigns..........................................................................................99 Section 10.6 No Third Party Beneficiaries .................................................................................99 Section 10.7 Governing Law; Submission to Jurisdiction ..........................................................99 Section 10.8 Waiver of Jury Trial .............................................................................................100 Section 10.9 Severability ..........................................................................................................100 Section 10.10 Disclosure Schedules ...........................................................................................101 Section 10.11 Specific Performance ...........................................................................................101 Section 10.12 Publicity ...............................................................................................................101 Section 10.13 Expenses ..............................................................................................................102 Section 10.14 Counterparts .........................................................................................................102 Section 10.15 Release .................................................................................................................102 Seller Disclosure Schedule Buyer Disclosure Schedule SCHEDULES Schedule 1.1(a) Agreed Accounting Principles Schedule 2.3(a) Form of Estimated Closing Statement

---

iv 1012075734v13 Schedule 2.3(b) Pro Forma Balance Sheet Schedule 2.3(e) Form of Estimated LPT Settlement Statement Schedule 2.7(f) Directors & Officers of Acquired Companies Schedule 5.10(b)(i) London Aviation Accounts Schedule 8.1(b) Seller Governmental Approvals Schedule 8.2(b) Buyer Governmental Approvals EXHIBITS Exhibit A Form of LPT Agreement Exhibit B Form of Transition Services Agreement Exhibit C Form of Guaranty Letter Agreement Exhibit D Form of Resignation Letter

---

1012075734v13 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated March 22, 2026 is made by and between Everest Underwriting Group (Ireland) Limited, an Irish company (“Seller”), and The Wawanesa Mutual Insurance Company, a mutual insurance company existing under the Insurance Companies Act (Canada) (“Buyer”). RECITALS WHEREAS, Seller is engaged in the Business through the Acquired Insurance Company and its wholly-owned subsidiary, the Acquired Services Company; WHEREAS, (a) one hundred percent (100%) of the outstanding shares of capital of the Acquired Insurance Company is owned by Seller, a wholly-owned subsidiary of Everest Group, Ltd. (the “Shares”) and (b) one hundred percent (100%) of the outstanding shares of capital of the Acquired Services Company is owned by the Acquired Insurance Company; WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Shares, upon the terms and subject to the conditions set forth herein; WHEREAS, concurrently with the Closing and effective as of the Effective Time, LPT Reinsurer, an Affiliate of Seller, and the Acquired Insurance Company will enter into a loss portfolio transfer reinsurance agreement in the form attached hereto as Exhibit A (the “LPT Agreement”) pursuant to which LPT Reinsurer will reinsure the Subject Liabilities (as such term is defined in the LPT Agreement) in respect of the Existing Business Insurance Policies on the terms and conditions set forth therein; WHEREAS, concurrently with the Closing, Seller and Buyer will enter into a transition services agreement substantially in the form attached hereto as Exhibit B (the “Transition Services Agreement”), pursuant to which one or more Affiliates of Seller will perform certain transition services with respect to the Business for Buyer; and WHEREAS, concurrently with the Closing, the Acquired Insurance Company and LPT Reinsurer will enter into a letter agreement in the form attached hereto as Exhibit C (the “Guaranty Letter Agreement”), pursuant to which LPT Reinsurer will, after the Closing, cease to guarantee obligations in respect of the Insurance Policies issued by the Acquired Insurance Company on or after the Effective Time on the terms and conditions set forth therein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties to this Agreement hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Defined Terms. Capitalized terms used in this Agreement have the meanings specified or referred to in this Section 1.1.

---

2 1012075734v13 “2025 Transfer Pricing Studies” has the meaning set forth in Section 7.4. “2026 Transfer Pricing Studies” has the meaning set forth in Section 7.4. “Acquired Business” has the meaning set forth in Section 5.10(b)(ii). “Acquired Companies” means the Acquired Insurance Company and the Acquired Services Company. “Acquired Company Benefit Plan” means each Benefit Plan that is maintained, sponsored or contributed to exclusively by an Acquired Company. “Acquired Company Employee” means any employee who is employed by an Acquired Company. “Acquired Insurance Company” means Everest Insurance Company of Canada, a Canadian insurance company. “Acquired Services Company” means Premiere Insurance Underwriting Services, Inc., an Ontario corporation. “Action” means any claim, action, investigation, suit, litigation, audit, arbitration, hearing, charge, complaint, demand, proceeding or alternative dispute resolution process brought by or before any Governmental Authority or arbitrator or arbitration panel or similar Person or body. “Actuarial Analyses” has the meaning set forth in Section 3.16(e). “Actuarial Standards” means generally accepted actuarial standards, including the Canadian Standards of Practice as set out by the Canadian Institute of Actuaries, at the relevant time, applied on a consistent basis. “Affiliate” means, with respect to any Person, any other Person that, at the applicable time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person. “Agreed Accounting Principles” means the agreed procedures, principles, methodologies, elections and exceptions set forth in Schedule 1.1(a). “Agreement” has the meaning set forth in the preamble hereto. “Alternative Transaction Proposal” means any inquiry, offer or proposal made by any Person or group of Persons other than Buyer relating to (a) any acquisition or purchase of all or a material portion of the assets of the Acquired Companies or in respect of the Business (whether by asset sale, option or renewal rights transaction), other than ordinary course transactions involving the investment assets of the Acquired Companies, (b) any acquisition or purchase of all or a

---

3 1012075734v13 material portion of the equity securities of the Acquired Companies (whether by merger, reorganization, amalgamation, consolidation, share exchange, joint venture, recapitalization, non- ordinary course or routine financing arrangements or other business combination) or (c) a liquidation or dissolution of any of the Acquired Companies, in each case in any one transaction or in a series of transactions. “Ancillary Agreements” means, collectively, the LPT Agreement, the Transition Services Agreement and the Guaranty Letter Agreement. “Anti-Corruption Laws” means all Laws applicable to the Acquired Companies or the Business concerning or relating to bribery or corruption, including, without limitation, the Corruption of Foreign Public Officials Act (Canada), the anti-corruption provisions of the Criminal Code (Canada), and the U.S. Foreign Corrupt Practices Act. “Anti-Money Laundering Laws” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the anti-money laundering provisions of the Criminal Code (Canada) and other anti-money laundering, anti-terrorist financing and "know your client" Laws applicable to the Acquired Companies or the Business. “Applicable Accrued Annual Bonus Amount” has the meaning set forth in Section 6.1(e)(ii)(A). “Applicable Accrued Annual Bonus Amounts Schedule” has the meaning set forth in Section 6.1(e)(ii). “Assumed Benefit Plan” means each Acquired Company Benefit Plan and each other Benefit Plan identified as an Assumed Benefit Plan in Section 3.13(a) of the Seller Disclosure Schedule. “Assumed PTO” has the meaning set forth in Section 6.1(b)(iii). “Base Amount” means an amount of cash equal to $410,000,000. “Benefit Plan” means each plan, agreement, arrangement, program or policy providing for compensation, bonuses, retention, pension, supplemental unemployment benefit, change in control, profit-sharing, executive compensation, equity or equity-based compensation or other forms of incentive or deferred compensation, stock compensation, stock purchase, stock option, phantom stock or equity, savings, severance, vacation or vacation pay, paid time off, insurance, salary continuation, termination, bonus, health and welfare or retirement benefits or similar plan, agreement, arrangement, program or policy, in each case, that is sponsored, maintained, contributed to, or required to be contributed to by Seller, either Acquired Company or any of their respective Affiliates for the benefit of Acquired Company Employees or former employees of the Acquired Companies and/or in each case, their eligible dependents, or for which either Acquired Company has any current or future Liabilities, other than any plan, agreement, arrangement, program or policy that an Acquired Company or their respective Affiliates is required to participate

---

4 1012075734v13 in or comply with by applicable Law (including the Canada Pension Plan and Quebec Pension Plan) or plans administered or maintained by a Governmental Authority pursuant to applicable health tax, workplace safety insurance and employment insurance legislation. “Bonus Payment Date” has the meaning set forth in Section 6.1(e)(ii)(A). “Business” means the insurance operations of the Acquired Companies as conducted on the date hereof. “Business Books and Records” shall mean books, documents, records, files, agreements, manuals, Tax Returns, data and other information of the Acquired Companies, whether stored in hard copy, computer format or other media that are (a) related to the Business or the other assets, properties, business or operations of the Acquired Companies, and (b) reasonably required to operate the Business; provided, however, the Business Books and Records shall not include the Excluded Books and Records. “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York, Toronto, Ontario or Winnipeg, Manitoba are required or authorized by Law to be closed. “Business Information Technology” means all information technology, including Hardware and Software, routers, switches, networks and data communications lines, owned or controlled by the Acquired Companies and used in the conduct of the Business. “Business Intellectual Property” means Intellectual Property owned by an Acquired Company. “Business Material Adverse Effect” means (a) any change, event, effect, development, condition or occurrence that, individually or in the aggregate with all other changes, events, effects or occurrences, would be reasonably likely to be materially adverse to the condition (whether financial or otherwise), operations, the results of operations, assets and liabilities of the Acquired Companies or the Business, taken as a whole; provided, that no event, change, effect, development, condition or occurrence resulting from or arising out of any of the following, either individually or in combination, shall constitute or be deemed to contribute to a Business Material Adverse Effect or be taken into account in determining whether a Business Material Adverse Effect has occurred or would be reasonably likely to occur: (i) changes in the United States, Canadian or global economy or capital or financial markets, including changes in interest or exchange rates, or price levels or prices or trading volumes in the United States, Canadian or foreign securities markets and corresponding changes in the value of the Investment Assets of the Acquired Companies; (ii) political conditions generally or earthquakes, hurricanes, tropical storms, floods, fires or other natural disasters, man-made disasters, pandemics or epidemics (including the COVID-19 pandemic), hostilities, acts of war, sabotage, terrorism or military actions and any escalation or general worsening of the foregoing; (iii) the negotiation, execution and delivery of, or compliance with the terms of, or the taking of any action required or permitted by this Agreement, or the announcement of, or consummation of, any of the transactions contemplated

---

5 1012075734v13 hereby, and the identity or facts related to Buyer (including effects to the extent attributable to compliance with the covenants contained herein or the failure to take any action as a result of any restrictions or prohibitions set forth herein); (iv) any changes or prospective changes in Law, IFRS, GAAP, SAP or other applicable accounting rules or the enforcement or interpretation thereof including changes in capital requirements for insurance companies required by applicable Law or any Governmental Authority; (v) any action or omission taken or failed to be taken by Buyer or its Affiliates; (vi) any action or omission taken or failed to be taken by any of Seller, the Acquired Companies or any of their Affiliates, at the written request of Buyer or any of its Affiliates or with Buyer’s or any of its Affiliates’ prior written consent; (vii) any change (or threatened change) in the credit, financial strength or other ratings of Seller or any of its Affiliates, including the Acquired Companies (but not the underlying cause(s) thereof, which shall be considered in determining whether there has been a Business Material Adverse Effect); (viii) any failure by the Acquired Companies to achieve any earnings, premiums written or other financial projections or forecasts for any period ending on or after the date of this Agreement (but not the underlying cause(s) thereof, which shall be considered in determining whether there has been a Business Material Adverse Effect); (ix) any matter expressly set forth in the Seller Disclosure Schedule or reflected on the face of any of the Statutory Financial Statements, in each case to the extent of the scope disclosed, or (x) any effect that is cured (as determined by Buyer, acting reasonably) by Seller or its Affiliates prior to the Closing; provided that, notwithstanding the foregoing, with respect to clauses (i), (ii) and (iv), such fact, circumstance, change or effect shall be taken into account in determining whether a Business Material Adverse Effect has occurred or would reasonably be expected to occur solely to the extent such fact, circumstance, change or effect is disproportionately adverse with respect to the Acquired Companies or the Business, taken as a whole, as compared to the business of other participants engaged in the industries in which the Acquired Companies or the Business operates; or (b) a material impairment of, prevention of or delay in the ability of Seller to perform its material obligations under this Agreement, taken as a whole, including consummation of the transactions contemplated hereby. “Business Portion” has the meaning set forth in Section 5.4(d). “Buyer” has the meaning set forth in the preamble hereto. “Buyer Benefit Plan” has the meaning set forth in Section 6.1(f). “Buyer Disclosure Schedule” means the disclosure schedule dated the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement. “Buyer Fundamental Representations” means the representations and warranties of Buyer set forth in Section 4.1 (Incorporation and Authority of Buyer) and Section 4.9 (Brokers). “Buyer Governmental Approvals” means the Governmental Approvals that are set forth on Schedule 8.2(b). “Buyer Liens” means any Liens arising as a result of any agreement of, or any Governmental Order binding on, or any condition applicable to, or otherwise resulting from any

---

6 1012075734v13 actions by or facts or circumstances relating to, Buyer or its designated assignee(s) hereunder or any of their respective Affiliates, but not Seller or any of its Affiliates. “Buyer Material Adverse Effect” means a material impairment of or delay in the ability of Buyer or any of its Affiliates to perform its material obligations under this Agreement or the Ancillary Agreements, taken as a whole, including consummation of the transactions contemplated hereby and thereby. “Buyer Party” means Buyer or any Affiliate of Buyer that is a party to any Ancillary Agreement, including, from and after the Closing, the Acquired Companies. “Buyer Released Claims” has the meaning set forth in Section 10.15(a). “Buyer Releasee” has the meaning set forth in Section 10.15(a). “Buyer Releasor” has the meaning set forth in Section 10.15(b). “Change of Control Approvals” means the approval of the Minister of Finance (Canada) under subsections 407(1) and 407.1(1) of the Insurance Companies Act (Canada) authorizing Buyer to purchase or otherwise acquire a significant interest in a class of shares of the Acquired Insurance Company and control of the Acquired Insurance Company. “Closing” has the meaning set forth in Section 2.5. “Closing Date” has the meaning set forth in Section 2.5. “Collective Agreements” has the meaning set forth in Section 3.14(j). “Commingled Books and Records” means any information constituting part of the Business Books and Records that is commingled with information related to Seller’s and its’ Affiliates other businesses. “Commissioner” means the Commissioner of Competition appointed under the Competition Act, and includes any acting Commissioner of Competition and all delegates of the Commissioner of Competition or any acting Commissioner of Competition. “Company Data” means all confidential, proprietary, or sensitive information, information necessary for the operation of the Business, Personal Information, and/or trade secrets, in each case, relating to the Acquired Companies or the Business and within the possession or control of the Acquired Companies. “Competing Business” means the performance by Seller or its Affiliates (not including the Acquired Companies) of issuing, underwriting, marketing or selling (and, in the case of Fronting Arrangements, reinsuring) any insurance policies if such insurance policies (a) are issued in

---

7 1012075734v13 Canada and (b) are of the types written by the Acquired Companies as of the Closing Date (including, aviation policies). “Competition Act” means the Competition Act (Canada), R.S.C., 1985, c. C-34. “Competition Act Approval” means either: (a) the issuance to Buyer of an advance ruling certificate by the Commissioner under Section 102(1) of the Competition Act to the effect that he is satisfied that he would not have sufficient grounds upon which to apply to the Competition Tribunal for an order under Section 92 of the Competition Act with respect to the transactions contemplated by this Agreement; or (b) (i) Buyer shall have received a letter from the Commissioner indicating that he does not, as of the date of the letter, intend to make an application under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and (ii) the waiting period, including any extension thereof, under Section 123 of the Competition Act shall have expired or been terminated or, if applicable, the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act shall have been waived in accordance with Section 113(c) of the Competition Act. “Condition Satisfaction” has the meaning set forth in Section 2.5. “Confidentiality Agreement” has the meaning set forth in Section 5.11(a). “Consultation Period” has the meaning set forth in Section 2.8(d). “Continuation Period” has the meaning set forth in Section 6.1(b)(i). “Continuing Employee” has the meaning set forth in Section 6.1(a). “Contract” means any written agreement, contract, lease, license, note, bond, mortgage, indenture, arrangement, understanding or commitment, or other obligation, that is legally binding on a Person. “Contractor List” has the meaning set forth in Section 3.14(c). “Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled,” “Controlled by,” “under common Control with” and “Controlling” shall have correlative meanings. “Copyrights” means copyrights, including unregistered copyrights, copyright registrations and applications to register the same, including copyrights in Software. “Daily Simple SOFR” means, for any day, SOFR for such day, as published by the Federal Reserve Bank of New York (or any successor administrator) on its website (or any successor source) calculated on a simple non compounding interest basis.

---

8 1012075734v13 “Data Room” has the meaning set forth in Section 1.2. “Data Security Incident” means any (a) loss, damage, theft or other unauthorized Processing of Company Data in the possession or control of the Acquired Companies; (b) unauthorized or unlawful access to Company Data in the possession or control of the Acquired Companies or (c) other data security incident for which notification of any Governmental Authority is required by Law. “Disclosed Amount” has the meaning set forth in “Transaction Expenses”. “Disclosed Personal Information” has the meaning set forth in Section 5.11(d). “Disclosure Requirements” has the meaning set forth in Section 7.3. “Domain Names” means domain names registered in any top-level domain by any authorized private registrar or Governmental Authority. “Effective Time” means 12:00:01 a.m. on the Closing Date. “Employee List” has the meaning set forth in Section 3.14(a). “Enforceability Exceptions” has the meaning set forth in Section 3.1(b). “Environment” means the ambient air, all layers of the atmosphere, all water including surface water and underground water, all land, all living organisms and the interacting natural systems that include components of air, land, water, living organisms and organic and inorganic matter and including indoor spaces. “Environmental Claim” means any Action by any Person, including a Governmental Authority, alleging liability (including potential or actual liability for investigatory costs, remediation costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys' fees, fines or penalties) arising out of, based on, resulting from or relating to: (a) the presence, release of, or exposure to any Hazardous Substances; (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law; or (c) any other matters for which liability is imposed under, Environmental Laws; provided, however, that “Environmental Claim” does not include any Action, order or notice that arises under or otherwise relates to any Insurance Policy written or issued by an Acquired Company. “Environmental Law” means any applicable Law relating to the protection of the Environment, including those pertaining to: (a) any presence or release, or the threat of the same, of Hazardous Substances; and (b) the manufacture, processing, distribution, use, treatment, storage, disposal, transport and handling of Hazardous Substances, including those pertaining to occupational safety and health to the extent relating to exposure to Hazardous Substances.

---

9 1012075734v13 “Escrow Agent” means a Canadian chartered bank, trust company or other financial institution that: (a) is independent of Seller, Buyer and their respective Affiliates; (b) is in good standing and authorized to carry on business in Canada; (c) has experience acting as an escrow agent in transactions of a similar nature and complexity; (e) is mutually agreed upon in writing by the Seller and Buyer; and (f) includes any successor escrow agent appointed in accordance with the Escrow Agreement. “Escrow Agreement” means the escrow agreement between the Seller, Buyer and the Escrow Agent to be entered into in accordance with Section 2.2(e). “Estimated Closing Statement” has the meaning set forth in Section 2.3. “Estimated LPT Settlement Amount” has the meaning set forth in Section 2.3(e). “Estimated LPT Settlement Statement” has the meaning set forth in Section 2.3(e). “Estimated Purchase Price” has the meaning set forth in Section 2.2(b). “Estimated Total Equity” has the meaning set forth in Section 2.3(b). “Estimated Total Equity Delta” has the meaning set forth in Section 2.3(c). “Estimated Transaction Expenses” has the meaning set forth in Section 2.3(a). “Excess Amount” has the meaning set forth in Section 2.8(g). “Exchange Act” has the meaning set forth in Section 5.6(c). “Excluded Books and Records” means (a) any books and records, materials, emails or other electronic communications, to the extent not related in any manner to the Business, (b) Seller’s or its Affiliates’, other than the Acquired Companies’, minute books, organizational documents, share registers, record books containing minutes of meetings of its directors, managers or shareholders or other corporate governance matters and such other books and records pertaining to Seller’s or its Affiliates’, other than the Acquired Companies’, ownership, organization or existence, (c) information, the transfer or disclosure of which is prohibited or restricted by Law to which Seller or its Affiliates, other than any Acquired Company, is bound (other than an agreement between or among Seller or any of its Affiliates and such information is otherwise not excluded by another provision of this definition) (in which case, copies of which, to the extent permitted by such Law,

---

10 1012075734v13 will be made available to Buyer upon Buyer’s reasonable request), (d) policies or other proprietary information of Seller or its Affiliates to the extent not related in any manner to the Business, (e) materials prepared for the boards of directors or similar governing bodies of Seller or its Affiliates other than the boards of directors of the Acquired Companies, (f) any internal drafts, opinions, valuations, correspondence or other materials produced by, or provided between or among, Seller and its Affiliates (including the Acquired Companies) or their respective Representatives to the extent substantially related to the negotiation, valuation and consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or the terms of engagement of such Representatives with respect thereto, (g) Contracts between third party vendors and Seller or any of its Affiliates, other than such Contracts that are in the possession and control of the Acquired Companies, to the extent not related in any manner to the Business or the other assets, properties, business or operations of the Acquired Companies or (h) Tax Returns, Tax records or any other information related to Taxes of Seller or its Affiliates (other than Tax Returns and Tax records relating to the Acquired Companies) to the extent not related in any manner to the Business or the Acquired Companies. “Excluded Commingled Records” has the meaning set forth in Section 5.6(b). “Existing Business Insurance Policies” means the Insurance Policies issued, renewed or assumed by the Acquired Insurance Company prior to the Inception Date. “Final Closing Statement” has the meaning set forth in Section 2.8(e). “Final LPT Settlement Statement” has the meaning set forth in Section 2.8(e). “Final Total Equity” has the meaning set forth in Section 2.8(e). “Fraud” means, with respect to any Person, any breach or inaccuracy of a representation or warranty expressly stated in this Agreement that constitutes actual common law fraud under the Law of the State of New York by such Person; provided that “Fraud” shall not include any fraud claim based on constructive knowledge, equitable fraud or negligent misrepresentation. “Fronting Arrangement” means a reinsurance arrangement whereby Seller or any of its Affiliates, as reinsurers, reinsure all or substantially all of the insurance policies of the same type written by another insurer that acts as a fronting company for Seller or any of its Affiliates whereby Seller or any of its Affiliates assume via reinsurance all or substantially all of the aggregate insurance coverage obtained by the underlying policyholders in respect of the risks covered under such policies, and such reinsured risks are in respect of insurance policies (a) that are issued in Canada and (b) are of the types written by the Acquired Companies as of the Closing Date (including aviation policies). “GAAP” means generally accepted accounting principles in the United States or Canada, as applicable.

---

11 1012075734v13 “Governmental Approval” means any consent, approval, non-disapproval, license, permit, order, qualification, authorization of, or registration, waiver or other action by, or any application or filing with or notification to, any Governmental Authority, including the Buyer Governmental Approvals and the Seller Governmental Approvals. “Governmental Authority” means any Canadian or non-Canadian federal, state, provincial or local or any supra-national, political subdivision, governmental, board, bureau, stock exchange, legislative, tax, regulatory or administrative authority, instrumentality, agency, ministry, body or commission, self-regulatory organization, private body exercising any formal regulatory, expropriation or taxing authority that has the effect of Law under or for the account of any of the above, or any court, tribunal or judicial or arbitral body, including the Commissioner. “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. “Guaranty” means that certain Guaranty, dated as of February 2018, by and between Everest Reinsurance Company and the Acquired Insurance Company. “Guaranty Letter Agreement” has the meaning set forth in the recitals hereto. “Hardware” means any and all computer and computer-related hardware, including computers, file servers, facsimile machines, facsimile servers, scanners and printers. “Hazardous Substances” means any material, substance, chemical or waste (or combination thereof) that: (a) is listed, defined, designated, regulated or classified as hazardous, toxic, radioactive, a pollutant, a contaminant, asbestos, PCBs, per- and polyfluoroalkyl substances, petroleum, oil or words of similar meaning or effect under any Environmental Law; or (b) can form the basis of any liability under any Environmental Law. “IFRS” means International Financial Reporting Standards, International Accounting Standards and interpretations of those standards issued by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee and their predecessor bodies, as in effect from time to time, as adopted by the Canadian Institute of Chartered Accountants. “Inception Date” means the effective time of the LPT Agreement. “Independent Accountant” has the meaning set forth in Section 2.8(e). “Insurance Policies” means any insurance and reinsurance policies and contracts written by or on behalf of the Acquired Insurance Company (including facultative or fronting policies and contracts), together with all binders, slips, certificates, endorsements and riders thereto. “Insurance Regulator” means, with respect to any jurisdiction, the Governmental Authority charged with supervision of insurance companies in such jurisdiction.

---

12 1012075734v13 “Intellectual Property” means Copyrights, Domain Names, Patents, Trademarks and Trade Secrets. “Intercompany Agreements” has the meaning set forth in Section 3.25(a). “Interest Rate” means, as of any date of determination, the Daily Simple SOFR, plus 0.70% per annum, computed on the basis of the actual days elapsed in a three hundred sixty five (365)- day year. “Investment Assets” means the investment assets owned by, or held in trust for the benefit of, any Acquired Insurance Company. “Joint Escrow Release Instructions” has the meaning set forth in Section 2.2(d). “Knowledge” means (a) in the case of Seller, the actual knowledge of those Persons listed in Section 1.1(c) of the Seller Disclosure Schedule after reasonable inquiry and (b) in the case of Buyer, the actual knowledge of those Persons listed in Section 1.1 of the Buyer Disclosure Schedule after reasonable inquiry. “Law” means (a) any and all applicable Canadian or non-Canadian federal, state or local statute, law, constitution, treaty, ordinance, decree, rule, regulation, common law, code, Governmental Order or other legally binding requirement or rule imposed by a Governmental Authority, and (b) any and all applicable policies, practices, standards, guidelines, notices and protocols of any Governmental Authority, which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law (to the extent communicated by such Governmental Authority either publicly or to the entity it regulates). “Leased Real Property” means the real property for which either Acquired Company or any of their Affiliates holds a leasehold estate in any land, buildings, structures, improvements, fixtures or other interests in real property for the use by the Acquired Companies. “Leases” has the meaning set forth in Section 3.23(b). “Liabilities” means any and all debts, liabilities, commitments or obligations, in each case whether direct or indirect, secured or unsecured, accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable, whether arising in the past, present or future. “Lien” means any and all rights, restrictions, limitations, liens, encumbrances, mortgages, deeds of trust, pledges, hypothecations, assessments, levies, claims, security interests or other similar encumbrances or liens of any kind. “Lloyd’s Syndicate Business” means any insurance or reinsurance business written by or on behalf of affiliated Lloyd’s Syndicates of Seller; provided, that notwithstanding the foregoing,

---

13 1012075734v13 the Lloyd’s Syndicate Business shall not include any business where Seller directly markets to the local Canadian retail brokers used by the Acquired Insurance Company on any business that fits within the target risk profile of the Acquired Insurance Company based on the insurance business that the Acquired Insurance Company offered at any time in Canada during the 12 month period prior to the Closing. “LPT Adjustment” has the meaning set forth in Section 2.8(h). “LPT Agreement” has the meaning set forth in the recitals. “LPT Reinsurer” means Everest Reinsurance Company (Canadian branch), a Delaware reinsurance company. “LPT Settlement Amount” means the amount calculated pursuant to Schedule 2.3(e). “Malicious Code” has the meaning set forth in Section 3.11(e). “Mandatory Disclosure” has the meaning set forth in Section 7.3. “Market Conduct Claim” means any notice of material non-compliance with Law received from a Governmental Authority, any notice of material non-compliance with Law received from a customer, any other material complaint to which meaningful consideration has been given by the ombudsperson or general counsel of an Acquired Company, or any dispute or legal proceeding in progress against or relating to an Acquired Company that, with respect to each of the foregoing, relates in material part to (a) a misrepresentation or failure of an Acquired Company to accurately describe the nature, provisions, financial elements or benefits of an Insurance Policy or (b) a violation of Law relating to the sale, marketing, claims handling or servicing of an Insurance Policy by an Acquired Company. “Material Contract” has the meaning set forth in Section 3.12(a). “Migration Coordinator” has the meaning set forth in Section 5.16(f). “Migration Plan” has the meaning set forth in Section 5.16(b). “Multi-Employer Pension Plan” means a Benefit Plan that is a “multi-employer pension plan” as that term is defined subsection 1(1) of the Pension Benefits Act (Ontario) or a similar plan subject to the pension standards legislation of any other applicable jurisdiction in Canada. “Notice of Disagreement” has the meaning set forth in Section 2.8(c). “OHSA” has the meaning set forth in Section 3.14(h). “Ontario Lease” means the Lease Agreement, effective as of March 7, 2005, by and between Brookfield Office Properties Inc., HRI Exchange Inc. and PFS Exchange Inc., collectively

---

14 1012075734v13 as landlord, and Everest Reinsurance Company, as tenant, as amended by First Lease Extension and Amending Agreement, dated as of September 1, 2011, and as amended by the Second Lease Extension and Amending Agreement, effective as of July 14, 2015, with respect to Exchange Tower, 130 King Street West, Suite 2520, Floor 25, Part of Floor 26 and “Swing Space”, as defined therein, Toronto, Ontario, together with the Covenant by Occupant, dated as of August 1, 2015. “Ordinary Course” means, in relation to the conduct of the Business, any action which is taken in the ordinary course of business of any Acquired Company consistent with past practice, as applicable. “OSFI” means the Office of the Superintendent of Financial Institutions (Canada). “Outside Date” has the meaning set forth in Section 9.1(c). “Patents” means patents and patent applications, including utility and design patents and patent applications, and including divisions, continuations, continuations-in-part, extensions and reissues thereof. “Pension Plan” has the meaning set forth in Section 3.13(d). “Permits” has the meaning set forth in Section 3.9(a). “Permitted Liens” means each of the following: (a) Liens that secure debt or other obligations reflected on the Statutory Financial Statements; (b) Liens for Taxes, assessments or other governmental charges or levies that are not yet due or payable or that are being contested by appropriate proceedings for which appropriate reserves have been taken in accordance with applicable accounting rules and reflected on the Statutory Financial Statements; (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen and other similar Liens imposed by Law incurred in the Ordinary Course for amounts not yet due, provided that such Liens are related to obligations not due or delinquent and are not registered against title to any of the assets held for use or used in connection with the Business, and notice of which has been given in accordance with Laws; (d) Liens incurred or deposits made to a Governmental Authority in connection with a governmental authorization, registration, filing, license, permit or approval; (e) Liens incurred or deposits made in the Ordinary Course in connection with workers’ compensation, unemployment insurance or other types of social security; (f) defects of title, easements, rights of way, covenants, restrictions and other similar Liens not materially interfering with the ordinary conduct of business; (g) Liens incurred in the Ordinary Course securing obligations or Liabilities that are not individually or in the aggregate material to the relevant asset or property or the Business, respectively, provided that in each case, the same are complied with in all material respects and do not detract from the value of or impair the due or marketability of any of the underlying property; (h) zoning, building and other generally applicable land use restrictions that do not, individually or in the aggregate, materially inhibit the present use of the property subject thereto; (i) any Lien arising under a conditional sales contract or equipment lease with a third party; (j) any Lien that is disclosed in Section 1.1(a) of the Seller Disclosure Schedule; (k) minor encroachments onto or from adjacent property that is permitted under express or implied

---

15 1012075734v13 agreement and do not materially impair the existing use of Leased Real Property and (l) Liens not created by an Acquired Company solely in respect of the underlying fee interest of any Leased Real Property; provided that “Permitted Liens” shall not include any Liens on such Leased Real Property known to Seller that individually or in the aggregate, materially inhibit or impair the existing use of Leased Real Property. “Person” means any natural person, corporation, limited liability company, general or limited partnership, limited liability partnership, firm, association or organization or other legal entity. “Personal Information” means any information about an identifiable individual or any information that constitutes personal information or personal data under applicable Law. “Portfolio Solutions” means the insurance of a group (portfolio) of insurance policies or risks collectively, rather than handling each policy individually as part of portfolio solutions (as such term is commonly understood in the insurance industry, including broker facilities, delegated underwriting authorities, binders and lineslips), where (1) the policies and risks are located in multiple jurisdictions and (2) the policies issued in, or risks located in Canada, constitute only a limited portion of the overall portfolio. “Pre-Closing Annual Bonus” has the meaning set forth in Section 6.1(e)(i). “Post-Closing Covenants” has the meaning set forth in Section 10.1. “Pre-Closing Covenants” has the meaning set forth in Section 10.1. “Pre-Closing Policies” has the meaning set forth in Section 5.8(b). “Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and, with respect to a Tax period that begins on or before the Closing Date and ends on or after the Closing Date, the portion of such Tax period ending at Closing; provided, that any allowable deduction in respect of the retention bonuses in an amount equal to the Disclosed Amount to be paid to employees thirty (30) days after the Closing Date shall be dealt with as set out in the definition of Transaction Expenses. “Privacy Laws” means (a) all applicable Laws relating to the privacy, protection or Processing of Personal Information (including without limitation anti-spam Laws); and (b) guidance issued by any Canadian Governmental Authority that pertains to any of the Laws referenced in clause (a), which, although not necessarily having the force of law, is regarded by such Canadian Governmental Authority as being required to be complied with as if it had the force of law (to the extent communicated by such Canadian Governmental Authority to the entities it regulates). “Pro Forma Balance Sheet” has the meaning set forth in the definition of “Pro Forma Financial Statements”.

---

16 1012075734v13 “Pro Forma Financial Statements” means the pro forma income statement for the Business as of the Reference Date and pro forma balance sheets of the Acquired Companies as of the Reference Date (the “Pro Forma Balance Sheets”), all prepared in accordance with the Agreed Accounting Principles. “Process,” “Processed,” or “Processing” means to access, collect, use, modify, aggregate, communicate, transfer, retrieve, disclose, store, delete, and/or otherwise manage, handle or process Personal Information or Company Data. “Producer” has the meaning set forth in Section 3.18. “Proposed Final Closing Statement” has the meaning set forth in Section 2.8(a). “Proposed Final LPT Settlement Statement” has the meaning set forth in Section 2.8(a)(v). “Proposed Final Total Equity” has the meaning set forth in Section 2.8(a)(ii). “Proposed Final Transaction Expenses” has the meaning set forth in Section 2.8(a)(i). “Purchase Price” has the meaning set forth in Section 2.2(a). “Reference Date” means December 31, 2025. “Reference Date Total Equity” means $157,340,000. “Registered Intellectual Property” mean Business Intellectual Property that is the subject of an application, certificate, filing or registration with or by any Governmental Authority (or, in the case of Domain Names, with or by any authorized domain name registrar). “Reinsurance Agreements” means reinsurance and retrocession agreements entered into by the Acquired Insurance Company with (a) third party reinsurers or (b) reinsurers who are Affiliates of the Acquired Insurance Company, in each case, whereby the Acquired Insurance Company has ceded any liability in respect of the Existing Business Insurance Policies. “Representation and Warranty Insurance Policy” has the meaning set forth in Section 5.15. “Representative” of a Person means the directors, officers, employees, advisors, agents, stockholders, consultants, independent accountants, investment bankers, counsel or other representatives of such Person and of such Person’s Affiliates. “Resignation Letters” has the meaning set forth in Section 2.7(f). “Restrictive Covenants” has the meaning set forth in Section 5.10(e). “Retained Business Information” has the meaning set forth in Section 5.6(a).

---

17 1012075734v13 “Retained Employee” means any individual set forth in Section 1.1(b) of the Seller Disclosure Schedule, as such schedule may be updated prior to the Closing as agreed by Seller and Buyer. “Review Period” has the meaning set forth in Section 2.8(c). “Sales Tax” means any Canadian sales, goods or services, excise, privilege, transfer, value added, use, consumption, conveyance or other similar Taxes (but not including any Taxes based upon or calculated by reference to income, receipts or capital or withholding Taxes or transfer Taxes). “Sanctioned Country” means, at any time, a country or territory which is the subject or target of comprehensive, jurisdiction-wide Sanctions Laws. “Sanctioned Person” means (a) any Person who is listed or identified under any Sanctions Law or in any sanctions related list maintained by (i) the Government of Canada or any agency or department thereof (including Global Affairs Canada and Public Safety Canada), (ii) the United Nations Security Council, (iii) the U.S. Treasury Department's Office of Foreign Assets Control, (iv) the United Kingdom, or (v) the European Union, (b) any Person operating, organized or resident in a Sanctioned Country, and (c) any Person controlled (as the concept of control is interpreted and applied under applicable Sanctions Laws) by any Person described in (i) or (ii). “Sanctions Laws” means any applicable Law regarding financial, trade and economic sanctions administered by (a) Global Affairs Canada or Public Safety Canada, including Part II.1 (Terrorism) of the Criminal Code (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada) and the regulations thereunder, (b) the United States Treasury Department's Office of Foreign Assets Control, (c) the European Union, or (d) the United Kingdom. “SAP” means, as to any regulated insurance company, the statutory accounting principles and practices prescribed or permitted by the Governmental Authority charged with supervision of insurance companies in the jurisdiction in which such company is domiciled as in effect at the relevant time. “Scheduled London Aviation Accounts” has the meaning set forth in Section 5.10(b)(i)(D). “Securities Act” means the Securities Act of 1933, as amended. “Seller” has the meaning set forth in the preamble hereto. “Seller Benefit Plan” means each Benefit Plan that is sponsored by Seller or any of its Affiliates (other than an Acquired Company). “Seller Bonus Plans” has the meaning set forth in Section 6.1(e)(i).

---

18 1012075734v13 “Seller Confidentiality Agreement” has the meaning set forth in Section 5.18. “Seller Disclosure Schedule” means the disclosure schedule dated the date hereof delivered by Seller to Buyer in connection with the execution and delivery of this Agreement. “Seller Fundamental Representations” means the representations and warranties of Seller set forth in Section 3.1 (Incorporation and Authority), Section 3.2 (Capital Structure of the Acquired Companies; Ownership and Transfer of the Shares), Section 3.31 (Brokers) and Section 3.27 (Business Books and Records). “Seller Governmental Approvals” means the Governmental Approvals that are set forth on Schedule 8.1(b). “Seller Names and Marks” has the meaning set forth in Section 5.7(a). “Seller Party” means LPT Reinsurer and any other Affiliate of Seller that is a party to any Ancillary Agreement. “Seller Released Claims” has the meaning set forth in Section 10.15(a). “Seller Releasee” has the meaning set forth in Section 10.15(b). “Seller Releasor” has the meaning set forth in Section 10.15(a). “Seller Stock Plan” has the meaning set forth in Section 6.1(c). “Share Certificates” has the meaning set forth in Section 2.7(e). “Shares” has the meaning set forth in the recitals. “Shared Contracts” means Contracts pursuant to which a third party provides material services or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired Companies). “Shortfall Amount” has the meaning set forth in Section 2.8(g). “SOFR” means the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York or any successor administrator on its website (or any successor source). “Software” means computer software applications, programs and software whether in source code or object code. “Solvent” has the meaning set forth in Section 4.8. “Statutory Financial Statements” has the meaning set forth in Section 3.5(a).

---

19 1012075734v13 “Stock” means any shares in the capital of, or other type of equity ownership interest in, as applicable, a Person. “Subsidiary” of any Person means any corporation, general or limited partnership, joint venture, limited liability company, limited liability partnership or other Person that is a legal entity, trust or estate of which (or in which) at the time of determination (a) the issued and outstanding Stock having ordinary voting power to elect a majority of the board of directors (or a majority of another body performing similar functions) of such corporation or other Person (irrespective of whether at the time Stock of any other class or classes of such corporation or other Person shall or might have voting power upon the occurrence of any contingency), (b) more than fifty percent (50%) of the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) more than fifty percent (50%) of the beneficial interest in such trust or estate, is directly or indirectly owned by such Person. “Target Adjusted Total Equity” means $163,352,345. “Tax” means (a) any Canadian or non-Canadian federal, state, provincial, local or foreign tax, duty, impost, levy, governmental fee or other like assessment or charge imposed by any Tax Authority, including those levied on net income, gross income, gross receipts, premium, excise, windfall profit, severance, property, production, sales, goods and services, harmonized sales, transfer, land transfer, use, license, excise, franchise, employment, employer health, payroll, government pension plan premiums and contributions, social security premiums, workers’ compensation premiums, employment/unemployment insurance or compensation premiums and contributions, and including any withholding, alternative or add-on minimum, ad valorem, value- added, transfer or stamp tax, (b) any instalments in respect thereof and (c) all interest, penalties, fines or additions to tax imposed by any Tax Authority in respect of the foregoing or this clause (c), and (d) any liability for any of the foregoing as a transferee, successor, guarantor, or by operation of law. “Tax Act” means the Income Tax Act (Canada) and any reference thereto includes a reference to the corresponding provisions of the Laws of a province or territory of Canada. “Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax. “Taxable Period” means any taxation year, fiscal period, or other reporting period of the Acquired Companies for which a Tax Return is required to be filed under applicable law, including any portion thereof. “Tax Returns” means any return, declaration, designation, election, notice, form, report or similar statement required to be filed with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

---

20 1012075734v13 “Third Party Consent” means any approval, authorization, consent, license or permission of, or waiver or other action by, or notification to, any Person not affiliated with Seller or its Affiliates or Buyer or its Affiliates, as applicable, (other than a Governmental Authority) required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. “Total Equity” means, as of any date of determination, an amount equal to the aggregate total equity of the Acquired Insurance Company as of such date determined in accordance with the Agreed Accounting Principles, applied in a manner consistent with the determination of Total Equity in the Pro Forma Balance Sheet. “Total Equity Delta” means the amount equal to the Final Total Equity less the Target Adjusted Total Equity. “Trade Secrets” means any trade secrets or confidential information, including trade secret and confidential know-how, concepts, methods, processes, formulae, reports, data, customer lists, mailing lists, business plans, source code and object code. “Trademarks” means trademarks, service marks, trade dress and trade names, and other identifiers of source or origin, and all registrations and pending applications to register any of the foregoing, and all goodwill associated with any of the foregoing. “Transaction Expenses” means the following fees, costs, expenses or other amounts payable by or on behalf of the Acquired Companies to any Person in connection with or as a consequence of the negotiation, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby and the process undertaken by Seller, any Seller Party and their respective Affiliates (including the Acquired Companies) leading up thereto, as of immediately prior to the Closing: (a) all advisory and legal fees, costs and expenses, including all costs, fees and expenses of investment bankers, legal counsel, accountants, consultants and other advisors engaged in connection with the negotiation, execution and delivery of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the process undertaken by Seller, any Seller Party and their respective Affiliates (including the Acquired Companies) leading up thereto, and (b) any transaction-related, success, change of control, retention or discretionary bonus or other similar payments made pursuant to any Contract payable as a result of the Closing, including those Contracts that automatically terminate on Closing in accordance with their terms and those retention payments due pursuant to any Contract payable within thirty (30) days of Closing that were disclosed to Buyer prior to the date hereof in the Data Room (such amount, the “Disclosed Amount”), in each of the foregoing cases of (a) or (b), that have not been paid in full prior to the Closing and including any Taxes payable in connection with any of the foregoing and including any employer portion of employment Taxes on such amounts; provided that notwithstanding anything contained herein to the contrary none of the foregoing fees, costs, expenses or other amounts shall be: (i) counted twice in the determination of the amount of Transaction Expenses; (ii) any expenses of, or expenses initiated solely at the request of Buyer or costs and expenses relating to the “tail” policy contemplated by Section 5.9(b),

---

21 1012075734v13 or (iii) included in Transaction Expenses to the extent included in the calculation of Total Equity. Notwithstanding the foregoing, Transaction Expenses shall not include any retention or discretionary bonuses or other similar amount implemented at the request of Buyer. The determination of any income Taxes included in Total Equity in respect of a Pre-Closing Tax Period shall take into account the availability of any Tax benefits resulting from the payment of Transaction Expenses by an Acquired Company which actually reduce the Purchase Price, to the maximum extent deductible in a Pre-Closing Tax Period pursuant to applicable Law; provided, that, for purposes of determining Total Equity, any allowable deduction of the Acquired Insurance Company in respect of the retention bonuses in an amount equal to the Disclosed Amount to be paid to employees thirty (30) days after the Closing Date shall be deemed to be accrued and deducted in the Acquired Insurance Company’s Tax period ending as a result of the Closing. “Transition Service Coordinator” has the meaning set forth in Section 5.16(e). “Transition Services Agreement” has the meaning set forth in the recitals. “Transition Steering Committee” has the meaning set forth in Section 5.16(b). “TSA Consents” has the meaning set forth in Section 5.4(a). “Updated Employee List” has the meaning set forth in Section 6.1(a). Section 1.2 Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the preamble, recitals, Articles, Sections, paragraphs, Exhibits and Schedules are references to the preamble, recitals, Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean Canadian dollars unless clearly indicated otherwise; (d) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including, without limitation” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (g) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted; (h) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (i) any document shall be determined to have been “delivered,”, “disclosed”, “furnished,” “provided” or “made available” to a Person if such document has been uploaded to the electronic data room established by Seller and maintained by Intralinks entitled “Project Blue Jay” (the “Data Room”) or electronically delivered to such Person or its Representatives, in each case not later than one (1) day prior to the date of this Agreement; (j) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (k) all terms defined in this

---

22 1012075734v13 Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (l) any Contract defined or referred to herein or any agreement or instrument that is referred to herein means such Contract as from time to time amended, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (m) any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (n) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first (1st) succeeding Business Day if the last day of the period is not a Business Day; (o) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization or otherwise; (p) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented or replaced from time to time, unless otherwise stated; (q) any reference to “days” means calendar days unless Business Days are expressly specified; and (r) if any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. ARTICLE II PURCHASE AND SALE; CLOSING Section 2.1 Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of all Liens other than Buyer Liens, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares for the Purchase Price. Section 2.2 Purchase Price and Estimated Purchase Price. (a) The purchase price payable by Buyer to Seller for the Shares (the “Purchase Price”) shall be an amount of cash equal to: (i) the Base Amount; (ii) less the Final Transaction Expenses; (iii) plus (where the Total Equity Delta is a positive number) or less (where the Total Equity Delta is a negative number) the absolute value of the Total Equity Delta. The Purchase Price shall be finally determined in accordance with Section 2.8.

---

23 1012075734v13 (b) At the Closing, Buyer shall pay to Seller and/or its designated Affiliate(s), by wire transfer of immediately available funds in accordance with Section 2.4, an aggregate amount of cash equal to (the “Estimated Purchase Price”): (i) the Base Amount; (ii) less the Estimated Transaction Expenses; (iii) plus (where the Estimated Total Equity Delta is a positive number) or less (where the Estimated Total Equity Delta is a negative number) the absolute value of the Estimated Total Equity Delta. (c) At the Closing, Seller shall cause the Acquired Insurance Company to pay the LPT Reinsurer, by wire transfer of immediately available funds in accordance with Section 2.4, an aggregate amount of cash equal to the Estimated LPT Settlement Amount. (d) Notwithstanding Section 2.2(b) and Section 2.2(c) if the Closing Date is not a Business Day, Buyer shall pay the Estimated Purchase Price to the Escrow Agent and Seller shall cause the Acquired Insurance Company to pay the Estimated LPT Settlement Amount to the Escrow Agent on the last Business Day prior to the Closing Date, and the Escrow Agent shall hold, or cause to be held, the Estimated Purchase Price and the Estimated LPT Settlement Amount, in escrow until the Closing. Upon consummation of the Closing, the Estimated Purchase Price and the Estimated LPT Settlement Amount shall be released from escrow upon irrevocable joint instructions from Buyer and Seller (the “Joint Escrow Release Instructions”). If the Closing does not occur on the Closing Date, the Escrow Agent shall promptly return the Estimated Purchase Price to Buyer and the Estimated LPT Settlement Amount to the Acquired Insurance Company. (e) If the parties reasonably expect the Closing to occur on a calendar day that is not a Business Day, each of the parties shall use its respective commercially reasonable efforts to (1) agree on an Escrow Agent for the purposes described in Section 2.2(d), (2) negotiate an Escrow Agreement on terms reasonably acceptable to Buyer and Seller, (3) engage the Escrow Agent prior to the Closing and (4) execute and deliver the Escrow Agreement prior to the Closing. The parties shall share equally in the fees and other costs or expenses payable to the Escrow Agent. Section 2.3 Pre-Closing Deliverables. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement, substantially in the form of Schedule 2.3(a) attached hereto, consisting of (collectively, the “Estimated Closing Statement”): (a) Seller’s good faith estimate of the Transaction Expenses as of the Closing (the “Estimated Transaction Expenses”); (b) a pro forma balance sheet of the Acquired Insurance Company as of the Effective Time (after giving effect to the LPT Agreement) substantially in the form of Schedule 2.3(b) attached hereto, which shall (i) be prepared in good faith and in accordance with the Agreed

---

24 1012075734v13 Accounting Principles and in a manner consistent with the preparation of the Pro Forma Balance Sheet and the calculation of the Reference Date Total Equity (after giving effect to the LPT Agreement), and (ii) on the basis of the foregoing, set forth Seller’s good faith estimate of the Total Equity of the Acquired Insurance Company as of the Effective Time (after giving effect to the LPT Agreement) (the “Estimated Total Equity”); (c) on the basis of the foregoing, Seller’s good faith determination of the amount equal to the Estimated Total Equity less the Target Adjusted Total Equity (the “Estimated Total Equity Delta”); (d) on the basis of the foregoing, Seller’s good faith determination of the Estimated Purchase Price; and (e) a loss portfolio transfer settlement statement as of the Effective Time substantially in the form of Schedule 2.3(e) attached hereto (the “Estimated LPT Settlement Statement”), which shall (i) be prepared in good faith and in accordance with the Agreed Accounting Principles, and (ii) set forth Seller’s estimate of the LPT Settlement Amount determined in accordance with the Agreed Accounting Principles and in a manner consistent with the preparation of the Pro Forma Balance Sheet (the “Estimated LPT Settlement Amount”) for the LPT Agreement as of the Effective Time. Section 2.4 Payments and Computations. (a) Each party shall, and shall cause its applicable Affiliates to, make each payment due under this Agreement to the other party and its applicable Affiliates as early as reasonably practicable on the day when due. All payments shall be paid in cash by wire transfer of immediately available funds to the account or accounts designated in writing no later than two (2) Business Days preceding the date of payment by the party receiving such payment. Except as otherwise provided herein, all computations of interest shall be at the Interest Rate on the basis of a year of three hundred sixty-five (365) days, in each case, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Whenever any payment under this Agreement is due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of payment of interest. (b) Each party and any of their agents shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement such amounts as it is required, or reasonably believes it is required, to deduct and withhold with respect to the making of such payment under any applicable provision of Canadian or non-Canadian federal, state, provincial or local Tax Law or applicable governmental policy. If a party determines that an amount is required by applicable Law or applicable governmental policy to be deducted or withheld, such party shall use reasonable best efforts to provide prompt prior notice to the other party of the intent to do so and shall use reasonable best efforts to cooperate with the other party to eliminate or reduce any such withholding. If any amount is so withheld and paid over to the applicable Governmental Authority, such amounts paid to the applicable Governmental Authority shall be treated for all

---

25 1012075734v13 purposes of this Agreement as having been paid to the Person with respect to which such deduction or withholding was imposed. Section 2.5 Closing. The sale of the Shares hereunder (the “Closing”) shall take place by remote communication and by the electronic exchange of signature pages at (x) 10:00 a.m. (New York City time) if the Closing is both a calendar day and Business Day, (y) the Effective Time if the day of the Closing is a calendar day but not a Business Day or (z) some other time as agreed between the parties in writing (a) on the date that is the first calendar day of the calendar month following the calendar month in which all of the conditions set forth in Section 8.1 and Section 8.2 (other than conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions as of the Closing) have been satisfied or waived (in writing) (the “Condition Satisfaction”); provided, that if the Condition Satisfaction occurs less than four (4) Business Days prior to the end of a calendar month, then the Closing shall take place on the date that is the first calendar day of the second (2nd) calendar month following the calendar month in which the Condition Satisfaction occurs or (b) on any other time, date or place as the parties may mutually agree in writing. It is not a requirement of this Agreement that the Closing occur in a physical meeting. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. The Closing shall, for purposes of preparing the Estimated Closing Statement, the Estimated LPT Settlement Statement, the Proposed Final Closing Statement (including, for certainty, the Proposed Final LPT Settlement Statement), the Final Closing Statement and the Final LPT Settlement Statement, and calculating all amounts required to be calculated therefrom, be deemed effective as of the Effective Time. Section 2.6 Buyer’s Additional Closing Date Deliveries. At the Closing (or such earlier time, if specified), Buyer shall deliver, or cause to be delivered, to Seller: (a) the certificate referred to in Section 8.1(a); (b) counterparts of each Ancillary Agreement to which Buyer and each Buyer Party is a party, each duly executed on behalf of Buyer or its Affiliate, as applicable; (c) certified copies of (i) the charter documents and by-laws of Buyer, (ii) all resolutions of the board of directors, and if required the shareholders, of Buyer approving the execution, delivery and performance of this Agreement, the Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby and (iii) a list of its officers and directors authorized to sign this Agreement together with their specimen signatures; (d) a certificate of status, compliance, good standing or like certificate, dated no earlier than two (2) Business Days prior to the Closing Date, with respect to Buyer issued by appropriate government official of the jurisdiction of its incorporation; (e) if applicable in accordance with Section 2.2(d), a counterpart of the Joint Escrow Release Instructions duly executed by Buyer;

---

26 1012075734v13 (f) if applicable where Section 2.2(d) does not apply, evidence that the wire transfer pursuant to Section 2.2(b) has been initiated; and (g) without limiting the foregoing, all other material documents or instruments as may be reasonably requested by Seller and are reasonably necessary to consummate the transactions contemplated by this Agreement. Section 2.7 Seller’s Additional Closing Date Deliveries. At the Closing (or such earlier time, if specified), Seller shall deliver, or cause to be delivered, to Buyer: (a) the certificate referred to in Section 8.2(a); (b) counterparts of each Ancillary Agreement to which Seller or any Seller Party or an Acquired Company is a party, each duly executed on behalf of Seller and such Seller Party or such Acquired Company; (c) certified copies of (i) the charter documents and by-laws of each of Seller, Acquired Insurance Company and Acquired Services Company, (ii) the resolutions of the board of directors, and if required the shareholders, of each of Seller, Acquired Insurance Company and Acquired Services Company approving the execution, delivery and performance of this Agreement, the Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby and (iii) a list of the directors and officers authorized to sign this Agreement together with their specimen signatures; (d) a certificate of status, compliance, good standing or like certificate, dated no earlier than two (2) Business Days prior to the Closing Date, with respect to Seller, Acquired Insurance Company and Acquired Services Company issued by appropriate government officials of their respective jurisdictions of incorporation; (e) certificates representing the Shares (the “Share Certificates”) being transferred, duly endorsed in blank, for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, such Share Certificates to be delivered to Buyer, or as directed by Buyer, at the Effective Time. If the Closing does not occur on the Closing Date, Buyer shall promptly return the Share Certificates to Seller; (f) copies of duly executed written resignations and mutual release of the Acquired Company and each director and officer of the Acquired Companies set forth on Schedule 2.7(f) in the form attached hereto as Exhibit D (collectively, the “Resignation Letters”); (g) evidence of the termination of each Intercompany Agreement required to be terminated pursuant to Section 5.5(a); (h) if applicable in accordance with Section 2.2(d), a counterpart of the Joint Escrow Release Instructions duly executed by Seller;

---

27 1012075734v13 (i) if applicable where Section 2.2(d) does not apply, evidence that the wire transfer pursuant to Section 2.2(c) has been initiated; and (j) without limiting the foregoing, all other material documents or instruments as may be reasonably requested by Buyer and are reasonably necessary to consummate the transactions contemplated by this Agreement. Section 2.8 Post-Closing Adjustment. (a) Within one hundred and five (105) days following the Closing Date, Buyer shall prepare and deliver to Seller (i) a statement (collectively, the “Proposed Final Closing Statement”) in substantially the same form as the Estimated Closing Statement containing: (i) Buyer’s calculation of the Transaction Expenses (the “Proposed Final Transaction Expenses”); (ii) a balance sheet of the Acquired Insurance Company as of the Effective Time which shall (A) be prepared in good faith in accordance with the Agreed Accounting Principles and in a manner consistent with the preparation of the Pro Forma Balance Sheet and the calculation of the Reference Date Total Equity (after giving effect to the LPT Agreement) and (B) set forth Buyer’s calculation of the Total Equity of the Acquired Insurance Company (after giving effect to the LPT Agreement) as of the Effective Time (the “Proposed Final Total Equity”); (iii) on the basis of the Proposed Final Total Equity, Buyer’s calculation of the Total Equity Delta (the “Proposed Final Total Equity Delta”); (iv) on the basis of the foregoing, Buyer’s good faith determination of the Purchase Price (the “Proposed Final Purchase Price”); and (v) an LPT settlement statement as of the Effective Time (the “Proposed Final LPT Settlement Statement”) in substantially the same form as the Estimated LPT Settlement Statement, which shall (A) be prepared in good faith in accordance with the Agreed Accounting Principles and in a manner consistent with the preparation of the Pro Forma Balance Sheet and (B) set forth Buyer’s calculation of the LPT Settlement Amount as of the Effective Time (the “Proposed Final LPT Settlement Amount”). (b) In connection with Buyer’s preparation of the Proposed Final Closing Statement (including the Proposed Final LPT Settlement Statement), to the extent Buyer does not have all relevant information in its possession required to prepare the Proposed Final Closing Statement (including the Proposed Final LPT Settlement Statement), Buyer and its Representatives will be permitted to reasonably review Seller’s and its Affiliates’ and Seller’s and its Affiliates’ independent accountants’ and actuaries’ books, records and other documents (including work papers, financial statements schedules and memoranda) directly pertaining to the preparation of the Estimated Closing Statement (including the Estimated LPT Settlement Statement), and Seller

---

28 1012075734v13 shall, and shall cause its Affiliates’ to, make reasonably available the individuals then in its employ, if any, responsible for and knowledgeable about the information used in, and the preparation of, the Estimated Closing Statement (including the Estimated LPT Settlement Statement) in order to respond to the reasonable inquiries of Buyer; provided, however, that the independent accountants and actuaries of Seller and its Affiliates will not be obligated to make any such books and records and other documents available to Buyer unless and until Buyer has signed a customary confidentiality agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants and actuaries. (c) Seller will notify Buyer in writing (a “Notice of Disagreement”) within one hundred and five (105) days following Seller’s receipt of the Proposed Final Closing Statement (including the Proposed Final LPT Settlement Statement) (the “Review Period”) if Seller disagrees with the Proposed Final Closing Statement (including, if applicable, the Proposed Final LPT Settlement Statement). The Notice of Disagreement shall set forth in reasonable detail the basis for such dispute, the amounts involved and Seller’s calculation of such disputed amounts. If (i) Seller accepts the Proposed Final Closing Statement (including, if applicable, the Proposed Final LPT Settlement Statement), then the Proposed Final Closing Statement (including the Proposed Final LPT Settlement Statement) will become final and binding upon the parties in accordance with Section 2.8(e) or (ii) Buyer has not received a Notice of Disagreement prior to the expiration of the Review Period, then the Proposed Final Closing Statement (including the Proposed Final LPT Settlement Statement) will become final and binding upon the parties in accordance with Section 2.8(e). During the Review Period, Seller and its Representatives will be permitted to reasonably review Buyer’s and its Affiliates’ independent accountants’ and actuaries’ books, records and other documents (including work papers, financial statements, schedules and memoranda) directly pertaining to the preparation of the Proposed Final Closing Statement (including, if applicable, the Proposed Final LPT Settlement Statement), with respect to the period up to and including the Closing Date, and Buyer will make reasonably available the individuals then in its employ responsible for and knowledgeable about the information used in, and the preparation of, the Proposed Final Closing Statement (including, if applicable, the Proposed Final LPT Settlement Statement), in order to respond to the reasonable inquiries of Seller, provided, that, such access shall be in a manner that does not interfere with the normal business operations or duties of Buyer, the Acquired Companies or their respective employees, as applicable; provided, however, that the independent accountants and actuaries of Buyer will not be obligated to make any such books and records and other documents available to Seller unless and until Seller has signed a customary confidentiality agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants and actuaries. For greater certainty, any item set forth in the Proposed Final Closing Statement (including the Proposed Final LPT Settlement Statement) and not objected to by Seller in its Notice of Disagreement shall be final and binding on the parties hereto. (d) During the thirty (30) day period immediately following the delivery of a Notice of Disagreement (the “Consultation Period”), Seller and Buyer will negotiate in good faith to attempt to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement.

---

29 1012075734v13 (e) If, at the end of the Consultation Period, Buyer and Seller have been unable to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement, then Buyer and Seller will submit all matters that remain in dispute with respect to the Notice of Disagreement (along with a copy of the Proposed Final Closing Statement (including the Proposed Final LPT Settlement Statement)), in each case, marked to indicate those line items that are in dispute) to Deloitte LLP, or if such firm is unable or unwilling to perform the duties of the independent accountant hereunder, to an independent certified public accounting firm in the United States or Canada of national recognition with significant experience relating to insurance company audits that is not the independent auditor for Buyer or Seller and is otherwise independent and impartial and that is mutually agreed upon by Buyer and Seller; provided, however, that if Buyer and Seller are unable to select such accounting firm within ten (10) days after delivery of the Notice of Disagreement, either party may request the American Arbitration Association to appoint, within twenty (20) days from the date of such request, an independent impartial accounting firm with appropriate accounting experience and significant experience related to insurance company audits and purchase price adjustment disputes, to act as the Independent Accountant (as determined pursuant to this Section 2.8(e), the “Independent Accountant”). The Independent Accountant shall act as an expert and not as an arbitrator and shall make a determination based on written submissions and supporting documents, unless the Independent Accountant requests further information or a meeting. The Independent Accountant shall be requested to deliver as promptly as practicable and in any event within sixty (60) days after its appointment, a written award setting forth the Independent Accountant’s determination of the appropriate amount of each of the line items in the Proposed Final Closing Statement (including the Proposed Final LPT Settlement Statement) as to which Buyer and Seller disagree as set forth in the Notice of Disagreement. With respect to each disputed line item, such determination, if not in accordance with the position of either Buyer or Seller, shall not be more favorable to Seller than the amounts advocated by Seller in the Notice of Disagreement or more favorable to Buyer than the amounts advocated by Buyer in the Proposed Final Closing Statement (including the Proposed Final LPT Settlement Statement), in each case, with respect to such disputed line item. For the avoidance of doubt, the Independent Accountant’s review of the Proposed Final Closing Statement (including the Proposed Final LPT Settlement Statement) shall be limited to a determination of whether any such document was prepared in accordance with the Agreed Accounting Principles, as applicable, and the Independent Accountant shall not review any line items or make any determination with respect to any matters not subject to a dispute in the Notice of Disagreement. The balance sheet with respect to the Acquired Insurance Company, the determination of the Total Equity of the Acquired Insurance Company (after giving effect to the LPT Agreement), the Purchase Price, the LPT Settlement Amount, in each case, as of the Effective Time, and the Transaction Expenses as of the Closing, are final and binding on the parties, as determined either through (i) agreement of the parties pursuant to Section 2.8(a) or Section 2.8(d), (ii) the failure to timely deliver a Notice of Disagreement pursuant to Section 2.8(c) or (iii) the determination of the Independent Accountant pursuant to this Section 2.8(e), are referred to as the “Final Closing Statement”, the “Final Transaction Expenses”, “Final Total Equity”, “Final Total Equity Delta”, “Final Purchase Price”, “Final LPT Settlement Amount” and the “Final LPT Settlement Statement”, respectively.

---

30 1012075734v13 (f) The cost of the Independent Accountant’s review and determination will be borne equally by Seller and Buyer. During the Independent Accountant’s review, Buyer and Seller will each make available to the Independent Accountant such information, books and records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.8(e); provided, however, that the independent accountants and actuaries of Seller or Buyer will not be obligated to make any work papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants or actuaries, as applicable. After submission by the parties of the information, books and records and work papers to the Independent Accountant pursuant to this Section 2.8(f), the Independent Accountant shall thereafter be permitted to request additional or clarifying information from the parties, and each of the parties shall cooperate and shall cause their Representatives to cooperate with such requests of the Independent Accountant. Any final determinations made by the Independent Accountant pursuant to Section 2.8(e), absent fraud or manifest error, shall be treated as expert determinations (and not arbitration) under New York Law governing expert determination and appraisal proceedings, including but not limited to N.Y. CPLR § 7601 and the common law. Any claim, dispute or controversy arising out of or relating to the final determinations of the Independent Accountant, including enforcement of such final determinations, shall be resolved in accordance with Section 10.7. (g) If the Final Purchase Price is less than the Estimated Purchase Price, then Seller shall pay to Buyer an amount equal to the excess of the Estimated Purchase Price over the Purchase Price (an “Excess Amount”), and if the Final Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller an amount equal to the excess of the Purchase Price over the Estimated Purchase Price (the “Shortfall Amount”). The Shortfall Amount or the Excess Amount, as applicable, shall be paid within five (5) Business Days after the Final Closing Statement and the Final Total Equity of the Acquired Insurance Company (after giving effect to the LPT Agreement) become such in accordance with Section 2.8(e), together with interest thereon (at the Interest Rate) from the Closing Date to, but excluding, the date such Shortfall Amount or Excess Amount, as applicable, is paid (but in any event, within five (5) Business Days after the Final Closing Statement and the Final Total Equity of the Acquired Insurance Company (after giving effect to the LPT Agreement) is determined). The parties hereto acknowledge and agree that all payments under this Section 2.8(g) shall be treated as adjustments to the Final Purchase Price for Tax purposes, unless otherwise required by applicable Law. (h) After the Final LPT Settlement Statement is exchanged, payments with respect to the LPT Agreement (each such payment, a “LPT Adjustment”) shall be made by the applicable party(ies) to the LPT Agreement to the applicable other party(ies) to the LPT Agreement in an amount equal to the net overpayment or underpayment, as applicable, as reflected in the Final LPT Settlement Statement. If any LPT Adjustment is payable by the Acquired Insurance Company, Buyer shall cause the Acquired Insurance Company to pay to LPT Reinsurer such LPT Adjustment, and if any LPT Adjustment is payable by LPT Reinsurer, Seller shall cause LPT Reinsurer to pay to the Acquired Insurance Company such LPT Adjustment pursuant to the terms of the LPT Agreement. Any such LPT Adjustment shall be paid by wire transfer of immediately

---

31 1012075734v13 available funds within five (5) Business Days after the Final LPT Settlement Statement is determined together with interest thereon (at the Interest Rate) from the Closing Date to, but excluding, the date such LPT Adjustment is paid (but in any event, within five (5) Business Days after the Final LPT Settlement Statement is determined) (i) This Section 2.8 shall constitute the exclusive remedy of the parties with respect to determination of the “Final Closing Statement”, the “Final Transaction Expenses”, “Final Total Equity”, “Final Total Equity Delta”, “Final Purchase Price”, “Final LPT Settlement Amount”, “Final LPT Settlement Statement”, and the amounts underlying the calculations thereof. For the avoidance of doubt, no party hereto shall be entitled to recover any amounts disputed under Section 2.8 with respect to the same underlying subject matter more than once (j) Notwithstanding anything to the contrary contained in this Agreement or any other agreement between Buyer and Seller executed on or prior to the date hereof, no Party shall have no obligation to make available to the other Party or its Affiliates, or to provide to the other Party or its Affiliates with access to or copies of any books, records and other documents pursuant to this Section 2.8 if such disclosing Party determines, in its reasonable judgment and in good faith, that making such information available would (i) jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine, provided that each party will use its reasonable best efforts to take such action so that such information can be disclosed between the parties in a manner as to not jeopardize attorney-client-privilege, (ii) violate an obligation of confidentiality owing to any Person that is not an Affiliate of such disclosing Party or (iii) contravene any applicable Law or Governmental Order, it being understood that such disclosing Party shall cooperate with any requests for, and use its reasonable best efforts to obtain any, waivers that would enable any otherwise required disclosure to the requesting Party and its Affiliates to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law, contract or Governmental Order. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Subject to and as qualified by the matters set forth in the Seller Disclosure Schedule pursuant to Section 10.10, Seller hereby represents and warrants to Buyer as follows as of the date hereof (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date): Section 3.1 Incorporation and Authority. (a) Seller is an Irish company duly organized, validly existing and in good standing (to the extent such concept is recognized) under the Laws of Ireland. Each Seller Party is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing (to the extent such concept is recognized) under the Laws of the jurisdiction in which it is incorporated or organized. Each of the Acquired Companies (i) is a corporation or other legal

---

32 1012075734v13 entity duly incorporated or organized, validly existing and in good standing (to the extent such concept is recognized) under the Laws of its jurisdiction of incorporation or organization; (ii) except as set forth in Section 3.1(a)(ii) of the Seller Disclosure Schedule, is duly qualified to do business and is in good standing in each jurisdiction where the character of its leased properties or the nature of its activities makes such qualification necessary and (iii) has the requisite corporate power and authority to operate its business as now conducted. (b) Each of Seller and each Seller Party has all requisite corporate or similar power to enter into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement and each of the Ancillary Agreements to which it is or will be a party. The execution and delivery by Seller and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by Seller and each Seller Party of the transactions contemplated by, and the performance by Seller and each Seller Party of its obligations under, this Agreement and/or such Ancillary Agreements have been (or will be when so executed) duly authorized by all requisite corporate or similar action on the part of Seller and each Seller Party. This Agreement and each of the Ancillary Agreements to which Seller or a Seller Party is or will be a party has been or, with respect to the Ancillary Agreements to be executed and delivered after the date of this Agreement, will be, duly executed and delivered by Seller or such Seller Party and, assuming this Agreement or such Ancillary Agreements constitute legal, valid and binding agreements of the other parties thereto, constitute legal, valid and binding obligations of Seller or such Seller Party, enforceable against Seller or such Seller Party in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”). (c) No Seller Party nor any Acquired Company is insolvent and no Action has been taken or authorized by Seller or its Affiliates, or to the Knowledge of Seller, by any other Person, with respect to the bankruptcy or insolvency of Seller or any Acquired Company or with respect to any amalgamation, merger, consolidation, arrangement, receivership or reorganization of, or relating to, Seller or an Acquired Company (other than, with respect to the Acquired Services Company, pursuant to Section 5.20). Section 3.2 Capital Structure of the Acquired Companies; Ownership and Transfer of the Shares. (a) Section 3.2(a) of the Seller Disclosure Schedule sets forth, as of the date hereof, (i) the authorized Stock of each of the Acquired Companies and (ii) the number of shares of each class or series of Stock of each of the Acquired Companies that are issued and outstanding, together with the registered holder thereof. Except as set forth in Section 3.2(a) of the Seller Disclosure Schedule, there are no shares of Stock of the Acquired Companies issued and outstanding. All the outstanding shares of Stock of the Acquired Companies have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of

---

33 1012075734v13 any preemptive or subscription rights and were not issued in violation of any applicable Laws or such Acquired Company’s organizational documents. There are no options, puts, calls, warrants or convertible or exchangeable securities, or conversion, preemptive, subscription or other rights, or agreements, arrangements or commitments, in any such case, obligating or which may obligate the Acquired Companies to issue, sell, purchase, return or redeem any of their Stock or securities convertible into or exchangeable for any of their Stock, and there are no shares of Stock of the Acquired Companies reserved for issuance for any purpose. No Acquired Company has any debt securities outstanding that have voting rights or are exercisable or convertible into, or exchangeable or redeemable for, or that give any Person a right to subscribe for or acquire, Stock or other equity interest of that Acquired Company. There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire any Stock of the Acquired Companies. (b) Seller or its applicable Affiliate set forth on Section 3.2(a) of the Seller Disclosure Schedule own all of the outstanding Stock of the Acquired Companies, beneficially and of record and free and clear of all Liens, other than Permitted Liens. (c) None of the Acquired Companies owns any shares of the Stock of, or other voting or equity interest in, any Person, except for Investment Assets acquired and held in the Ordinary Course and their respective Subsidiaries. Section 3.2(c) of the Seller Disclosure Schedule sets forth a true and complete list as of the date hereof of each direct and indirect Subsidiary of each of the Acquired Companies, and the jurisdiction of organization of each such Subsidiary. Section 3.3 Governmental Approvals. Except as set forth in Section 3.3 of the Seller Disclosure Schedule, or as may result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any other third party), the execution and delivery by Seller or any Seller Party of this Agreement and the Ancillary Agreements to which Seller or any Seller Party is or will be a party do not, and the performance by Seller or any Seller Party of, and the consummation by Seller or any Seller Party of the transactions contemplated by this Agreement and such Ancillary Agreements will not, require any Governmental Approval to be obtained or made by Seller, any Seller Party or by any Acquired Company, except for such Governmental Approvals, the failure of which to be obtained from the applicable Governmental Authority would not, individually or in the aggregate, reasonably be expected to (a) be adverse to the Acquired Companies, taken as a whole or (b) materially impair or delay the ability of Seller or any Seller Party to perform its respective obligations under this Agreement or under any Ancillary Agreement. Section 3.4 No Conflict. Provided that all consents, approvals, authorizations and other actions described in Section 3.3 have been obtained or taken, except as set forth in Section 3.4 of the Seller Disclosure Schedule, and except as may result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any other third party), the execution, delivery and performance by Seller, any Seller Party and any Acquired Company of, and the consummation by Seller, any Seller Party and any Acquired Company of the transactions contemplated by, this Agreement and the Ancillary Agreements to which Seller, any Seller Party

---

34 1012075734v13 or any Acquired Company is or will be a party do not and will not: (a) violate or conflict with the organizational documents of Seller, any Seller Party or any Acquired Company; (b) violate or conflict with any Law, other Governmental Order or Permit, in each case applicable to Seller, any Seller Party or any Acquired Company or by which any of them or any of their respective properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration, suspension, revocation or cancellation, or to impose any penalty under any Material Contract, or result in the creation of any Lien (other than Permitted Liens) or forfeiture of any of the assets or properties of any of the Acquired Companies, except, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights, terminations, accelerations, cancellations, penalties or creations of Liens as would not, reasonably be likely to be material to the Acquired Companies, taken as a whole, or prevent or materially impair the ability of Seller or any Seller Party to perform its respective obligations under this Agreement or under any Ancillary Agreement. Section 3.5 Financial Statements; Absence of Undisclosed Liabilities. (a) Seller has made available to Buyer copies of (A) the audited consolidated statutory financial statements and the quarter interim statutory financial statements of the Acquired Companies for the 2023, 2024 and 2025 calendar years, in each case together with the exhibits, schedules and notes thereto and any affirmations and (B) certifications filed therewith, in each case, as filed with OSFI (the “Statutory Financial Statements”). Subject to the notes thereto, the Statutory Financial Statements (i) were derived from the Business Books and Records, (ii) prepared in all material respects in accordance with Section 331 of the Insurance Companies Act (which states that, except as otherwise specified by OSFI, the Statutory Financial Statements have been prepared in accordance with IFRS) in each case applied on a consistent basis during the periods presented, except as expressly set forth in such Statutory Financial Statements (taking into consideration any legislative or policy changes made by any Governmental Authority from time to time), and (iii) present fairly, in all material respects, the statutory financial position, results of operations and capital and surplus of the Acquired Insurance Company, in each case, as of the respective dates and for the respective periods covered thereby. Such Statutory Financial Statements were materially in compliance with Law when filed and no material failure to comply with Law has been asserted in writing to Seller or the applicable Acquired Company by any Governmental Authority with respect to such Statutory Financial Statements. (b) To the Knowledge of Seller, neither Seller nor any of its Affiliates (including the Acquired Companies) has received any written advice or notification from its independent accountants that any of the Acquired Companies has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the financial Business Books and Records of such entity any material properties, assets, liabilities, revenues, expenses, equity accounts or other accounts. The Acquired Insurance Company maintains a system of internal accounting controls over financial reporting sufficient to provide reasonable assurance that (A) financial records are maintained in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Acquired Insurance Company in all material

---

35 1012075734v13 respects and (B) transactions are recorded as necessary to permit preparation of the Statutory Financial Statements in accordance with IFRS. (c) Except (i) as set forth in Section 3.5(c) of the Seller Disclosure Schedule or as expressly disclosed in the Statutory Financial Statements, (ii) for Liabilities reserved for in the Statutory Financial Statements or disclosed in the notes thereto and (iii) for Liabilities incurred in the Ordinary Course since the Reference Date, there are no material Liabilities of such Acquired Company of a type that would be required to be disclosed, reflected or reserved for on a balance sheet prepared in accordance with IFRS. Section 3.6 Absence of Certain Changes. Except as set forth in Section 3.6 of the Seller Disclosure Schedule or as contemplated by this Agreement, since the Reference Date (a) Seller and its Affiliates (including the Acquired Companies) have conducted the Business in the Ordinary Course and (b) there has not occurred any event, change, circumstance, effect, development, condition or occurrence that would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. Section 3.7 Absence of Litigation; Governmental Orders. (a) Except as set forth in Section 3.7 of the Seller Disclosure Schedule, since January 1, 2024, there are no Actions (other than those related to claims under Existing Business Insurance Policies issued as of the date hereof or Actions in the Ordinary Course relating to coverage provided by Existing Business Insurance Policies or the underwriting of Insurance Policies in respect of the Business) in progress, pending or, to the Knowledge of Seller, threatened in writing against any of the Acquired Companies, or, to the extent relating to the Business, Seller or any of its Affiliates (other than the Acquired Companies) or any of the Acquired Companies’ directors, officers or employees with respect to activities on behalf of or relating to any Acquired Company (other than, in each case, Actions in the Ordinary Course). Except for (1) any event, change, effect, development, condition, occurrence or matter covered by clause (a)(i), (ii), (iv) or (ix) in the definition of Business Material Adverse Effect, (2) any event, change, effect, development or condition generally affecting the insurance industry in Canada or globally, (3) any matter covered by any other representation or warranty in this Article III, (4) any dispute related to coverage under any insurance policy or reinsurance agreement, (5) any matter arising in the Ordinary Course or (6) any matter expressly set forth in the Seller Disclosure Schedule, to the Knowledge of Seller, as of the date hereof, there are no facts or circumstances which would reasonably be likely to form the primary basis for any material Governmental Order or material Action against the Business or any Acquired Company. (b) There are no Governmental Orders applicable to the Business or any Acquired Company that impose ongoing and continuing obligations which would, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies or the Business, taken as a whole, or materially prevent or delay the transactions contemplated hereunder or the Ancillary Agreements.

---

36 1012075734v13 (c) None of the Acquired Companies has adopted, since January 1, 2024, any policies, procedures or board resolutions at the written request of any Governmental Authority (other than market-wide Law, guidance or requests), that materially restricts the conduct of the Business (including with respect to its capital adequacy, credit or risk management policies or management), nor, to the Knowledge of Seller, has any Acquired Company been advised in writing by any Governmental Authority that it is contemplating making any such request. (d) As of the date hereof, there are no Actions pending, or to the Knowledge of Seller, threatened in writing against Seller, any Seller Party or any of their respective Affiliates (including the Acquired Companies) that question the validity of or seek injunctive relief with respect to this Agreement or any of the Ancillary Agreements or the right of Seller or any Seller Party (including the Acquired Companies) to enter into this Agreement or any of the Ancillary Agreements. Section 3.8 Compliance with Laws. Except as set forth in Section 3.8 of the Seller Disclosure Schedule, each Acquired Company (a) is in compliance, in all material respects, with applicable Law and the Business is being conducted, in all material respects, in accordance with applicable Law and (b) since January 1, 2024, has not received any written or, to the Knowledge of Seller, oral notice from any Governmental Authority regarding any actual or alleged material violation of, or material failure on the part of such Acquired Company or the Business to comply with, any applicable Law or any Permit that has not been remedied such that there is no further material liability for such Acquired Company or the Business as a result of such violation or alleged violation. Section 3.9 Governmental Licenses and Permits. (a) Each of the Acquired Companies owns, holds or possesses all material governmental qualifications, registrations, licenses, permits or authorizations that are necessary for it to conduct the Business and to own or use its assets and properties, as such Business, assets and properties are conducted, owned and used on the date hereof (collectively, the “Permits”). Since January 1, 2024, all fees and charges with respect to the maintenance, effectiveness or currency of such Permits that were due and payable have been paid in full. (b) Except as set forth in Section 3.9(b) of the Seller Disclosure Schedule, (i) all Permits are valid and in full force and effect; (ii) none of the Acquired Companies is in default or violation of any of the Permits, in any material respect, (iii) the Acquired Companies are in compliance with all such Permits in all material respects, and (iv) to the Knowledge of Seller, none of the Acquired Companies is the subject of any pending or threatened Action seeking the revocation, suspension, limitation, termination, modification, impairment or non-renewal of any Permit. Subject to obtaining the consents set forth in Section 3.3 of the Seller Disclosure Schedule, none of the Permits will be subject to revocation, suspension, withdrawal or termination as a result of the consummation of the transactions contemplated hereby.

---

37 1012075734v13 (c) LPT Reinsurer carries on business in Canada pursuant to an order of the Superintendent of Financial Institutions under the Insurance Companies Act (Canada). Section 3.10 Intellectual Property. (a) Section 3.10(a) of the Seller Disclosure Schedule, as of the date hereof, (i) contains a true and correct list of all Registered Intellectual Property and (ii) identifies for each such item of Registered Intellectual Property, as applicable, the relevant jurisdiction, filing date, application number, date of issuance and registration number. (b) Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule: (i) since January 1, 2024, the conduct of the Business has not materially infringed upon, misappropriated or otherwise violated any Intellectual Property rights of any third party; (ii) to the Knowledge of Seller, no third party is engaging in any activity that materially infringes upon, misappropriates or otherwise violates the Business Intellectual Property and (iii) there have been no pending or, to the Knowledge of Seller, threatened in writing material Actions, either (A) alleging that the operation of the Business as conducted since January 1, 2024 infringes, misappropriates or otherwise violates the Intellectual Property rights of any third party or (B) challenging the ownership, validity or enforceability of any Business Intellectual Property or any material Intellectual Property licensed by the Acquired Companies. (c) Except as set forth in Section 3.10(c) of the Seller Disclosure Schedule (i) the Acquired Companies own the entire right, title and interest in and to the Business Intellectual Property material to the conduct of the Business, free and clear of any Liens other than Permitted Liens and (ii) as of the date hereof, all relevant filings have been made to and fees have been paid to, the relevant Governmental Authority for the purposes of perfecting, prosecuting and maintaining the registrations and applications for registrations of the Registered Intellectual Property except, as would not, reasonably be likely to be material to the conduct of the Business. (d) Except as set forth in Section 3.10(d) of the Seller Disclosure Schedule, all Intellectual Property created or developed by or for the Acquired Companies that is material to the conduct of the Business was authored or developed by employees or contractors of the Acquired Companies, as applicable, who have validly assigned all of their rights in such Intellectual Property to the Acquired Companies, and who have waived their moral rights and all non-assignable Intellectual Property rights therein. (e) The Acquired Companies have used reasonable best efforts to protect the secrecy, confidentiality and value of any material Trade Secrets, know how, and other confidential information that is Business Intellectual Property. Other than under an appropriate contractual provision relating to confidentiality and nondisclosure, there has been no disclosure to any Person of material confidential information, Trade Secrets, know how, and other confidential information that constitute Business Intellectual Property, and who have waived their moral rights and all non- assignable Intellectual Property rights therein.

---

38 1012075734v13 (f) The source code for all Software that is Business Intellectual Property has been stored and documented using commercially reasonable practices. No open source Software has been used in any manner that, with respect to the Business Intellectual Property (i) requires the disclosure or distribution of such Business Intellectual Property in source code form; (ii) requires the licensing of such Business Intellectual Property for the purpose of making derivative works; (iii) imposes any restriction on the consideration to be charged for the distribution of such Business Intellectual Property; (iv) imposes any restriction on the Acquired Companies from asserting its rights, including patent and other Intellectual Property rights; or (v) imposes any other material limitation, restriction, or condition on the right of the Acquired Companies with respect to its use or distribution of such Business Intellectual Property. Section 3.11 Data Security; Data Privacy; IT. (a) Except as set forth in Section 3.11(a) of the Seller Disclosure Schedule, since January 1, 2024, the collection, use, disclosure and other processing of Personal Information by the Acquired Companies is in compliance with all applicable Privacy Laws and all published, posted and binding internal policies and procedures of the Acquired Companies relating to the collection, use, storage, disclosure and other processing of Personal Information in all material respects. (b) Since January 1, 2024, there have been no Data Security Incidents with respect to the Business Information Technology or any Company Data in the custody or control of the Acquired Companies that would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. The Acquired Companies have commercially reasonable administrative, technical, physical and organizational controls, policies, measures, procedures and safeguards in place designed to comply with Privacy Laws and to protect against Data Security Incidents. (c) Since January 1, 2024, (i) no Action of any nature has been asserted or, to the Knowledge of Seller, threatened in writing against any Acquired Company alleging or finding a material violation of any Privacy Laws, and (ii) the Acquired Companies have not received any written claims, notices or complaints from any Governmental Authority of any violation of any Privacy Law relating to the Business that would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. (d) To the extent required by Privacy Laws, the Acquired Companies have commercially reasonable policies and procedures in place that are reasonably designed to require all third parties, including vendors, contractors, and other Persons, who enter into agreements to Process Company Data from or on behalf of the Acquired Companies to comply with Privacy Laws. (e) None of the Business Information Technology contains any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, or similar component) that would reasonably be expected to materially damage, destroy, impede

---

39 1012075734v13 the operation of, alter or allow unauthorized access to any computer system or network or other device on which such code, program, or other internal component is stored or installed (any such code, “Malicious Code”). Since January 1, 2024, (i) the Acquired Companies have used reasonable best efforts to protect the Business Information Technology from Malicious Code; and (ii) none of the Business Information Technology have malfunctioned or failed in a manner causing a material disruption or material adverse impact to the Business. (f) The Business Information Technology is in good operating condition and in good repair, in all material respects (reasonable wear and tear excepted). To the Knowledge of Seller, there are no material deficiencies in the Business Information Technology, that would reasonably be likely to cause, individually or in the aggregate, material disruption or material adverse impact to the Business. (g) Since January 1, 2024, the Acquired Companies have, or have caused to be, conducted annual security and vulnerability assessments and tests of the Business Information Technology, in all material respects, and any “critical” vulnerabilities or threats identified by such assessments or tests have been or are being remediated. (h) The Acquired Companies have commercially reasonable business continuity, back-up and disaster recovery plans and procedures in place for the Business Information Technology designed to provide for the business continuity of the Business in all material respects. Section 3.12 Material Contracts. (a) Section 3.12(a) of the Seller Disclosure Schedule lists each written material contract, agreement, instrument or other legally binding and enforceable commitment in force as of the date hereof to which Seller or any of its Affiliates (including the Acquired Companies) are a party and relate to the Business or which comprise any Shared Contract (other than any Existing Business Insurance Policies, any Contracts that relate to the acquisition, disposition or custody of any Investment Assets, any Reinsurance Agreements or any Intercompany Agreements) (each, a “Material Contract”), in each case, that: (i) (A) requires any Acquired Company to purchase any products or services from a third party for a purchase price or make any payments in excess of $1,000,000 in the fiscal year ended December 31, 2025 or (B) requires any Acquired Company to make capital expenditures or to purchase any products or services from a third party in the fiscal year ended December 31, 2025, in excess of $1,000,000 individually or in the aggregate per annum; (ii) (A) restricts the incurrence of indebtedness by an Acquired Company or restricts the incurrence of any Liens on any properties or assets of an Acquired Company, in each case, involving Liabilities in excess of $1,000,000 or (B) restricts the payment of dividends or distributions or declaration of returns of capital by an Acquired Company;

---

40 1012075734v13 (iii) relates to the acquisition or disposition by an Acquired Company the Business in the last ten (10) years of any material assets or any material business (whether by amalgamation, sale or purchase of shares, sale or purchase of assets, assumption reinsurance (other than as contemplated by this Agreement) or otherwise) to the extent any actual or contingent material obligations of any Acquired Company thereunder remain outstanding or any material rights (other than customary confidentiality provisions) survive; (iv) contains provisions or covenants that either directly or indirectly provides for any right of first refusal, right of first offer or “most favored nations” terms, except to the extent such provisions or covenants inure for the benefit of an Acquired Company or the Business; (v) pursuant to which an Acquired Company: (A) licenses material Intellectual Property from a third party, except licenses to commercially available Software or (B) has granted to any third party any license to material Business Intellectual Property except in each case non-exclusive licenses that are incidental to the transaction contemplated in such agreement; (vi) that any Governmental Authority is a party to on the one hand, and an Acquired Company is a party to, on the other hand, other than standard Contracts entered into by industry participants with Governmental Authorities in the Ordinary Course; (vii) is with the Acquired Insurance Company or any of its Affiliates and the Acquired Insurance Company’s top 25 Producers in respect of the Business (including those known as “Summit Six” and “Alpine Partners”) and/or managing general agents measured by the amount of gross written premium that was written by such broker or managing general agent during the 2025 calendar year; (viii) contains covenants (A) limiting the ability of any of the Acquired Companies in any material respect (taken as a whole) to engage in any line of business or to compete with any Person or (B) limiting the ability of any Person to provide or receive products or service to an Acquired Company or the Business, in each case, except for contracts and agreements that limit the ability of either Acquired Company to solicit the employment of, or hire individuals employed by, other Persons; (ix) is a mortgage, indenture, loan or credit agreement, security agreement, or other agreement or instrument of an Acquired Company relating to the borrowing of money or extension of credit, any hedge obligations, or the direct or indirect guarantee of any obligation for borrowed money of any Person or any other Liability in respect of indebtedness for borrowed money of any Person, in each case, involving Liabilities with respect to the Business in excess of $1,000,000;

---

41 1012075734v13 (x) is a material limited liability company, partnership, joint venture or other similar contract of an Acquired Company relating to the formation, creation, operation, management or control of any joint venture in respect of the Business; (xi) is between the Acquired Company and any current or former officer, director, contractor, consultant or employee of an Acquired Company (A) whose aggregate annual base compensation is in excess of $150,000 or (B) providing for any deferred compensation, severance, bonus, retirement or change in control payments in excess of $25,000 in connection with the announcement of, or consummation of, any of the transactions contemplated hereby; (xii) involves the settlement of any pending or threatened claim or Action by an Acquired Company that requires (A) payment obligations as of the date hereof in excess of $100,000 or (B) any material ongoing commitments, undertakings, requirements or restrictions on an Acquired Company, imposed by any Person or Governmental Authority, in each case other than claims settled under Insurance Policies in the Ordinary Course; (xiii) any material investment management agreement, custodial services agreements in respect of Investment Assets of the Acquired Insurance Company or claims management agreement in respect of the Business; or (xiv) is an obligation to enter into any of the foregoing. (b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedule, each Material Contract is a legal, valid and binding obligation of the applicable Acquired Company, Seller or its Affiliates that are a party thereto, and, to the Knowledge of Seller, each other party to such Material Contract and is enforceable against the applicable Acquired Company, Seller or its Affiliates that are a party thereto, and, to the Knowledge of Seller, each such other party, in accordance with its terms (except in each case as may be limited by the Enforceability Exceptions), and none of the Acquired Companies, Seller or any of its Affiliates nor, to the Knowledge of Seller, any other party to a Material Contract, is in material default or material breach in the performance, observance or fulfillment of any obligation, covenant or condition applicable to the Business contained under a Material Contract and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both) in respect of the Business. No party to any Material Contract has given written notice or, to the Knowledge of Seller, oral notice of its intention to (i) renegotiate or change the scope of material rights or obligations under any Material Contract in respect of the Business; (ii) fail or refuse to renew any Material Contract on substantially the same terms and conditions with respect to the Business; or (iii) file for bankruptcy or voluntarily or involuntarily enter into insolvency proceedings under any state, federal or other jurisdictions.

---

42 1012075734v13 (c) As of the date hereof, to the Knowledge of Seller, none of Seller, its Affiliates or the Acquired Companies in respect of the Business has received any written notice terminating or threatening to terminate any Material Contract that remains in effect. (d) Seller has made available to Buyer a copy of each Material Contract prior to the date of this Agreement, except as specified in Section 3.12(d) of the Seller Disclosure Schedule. Section 3.13 Employee Benefits. (a) Section 3.13(a) of the Seller Disclosure Schedule lists all material Benefit Plans in existence as of the date hereof and separately identifies each such Benefit Plan that is (i) an Acquired Company Benefit Plan, (ii) a Seller Benefit Plan and (iii) an Assumed Benefit Plan. Prior to the date of this Agreement, Seller has furnished to Buyer (A) Seller has made available to Buyer copies of all Assumed Benefit Plans, as amended, together with all related documentation that support each such Assumed Benefit Plan, or, if oral, a description thereof together with all related material documentation and (B) written summaries of the material terms of all Seller Benefit Plans. To the Knowledge of Seller, no fact or circumstance exists which could adversely affect the registered status of any Assumed Benefit Plan. (b) Except as set forth in Section 3.13(b) of the Seller Disclosure Schedule, each Benefit Plan has been established, registered (where required), maintained, funded and administered in accordance with its terms, and in compliance with applicable Law in all material respects. All employer and employee contributions, payments or premiums required to be remitted, paid to or in respect of any Benefit Plan by the Acquired Companies in respect of the Acquired Company Employees under the terms of such Benefit Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the applicable Benefit Plan(s) in all material respects. (c) There are no (i) outstanding breaches, defaults or violations by any party to a Benefit Plan which an Acquired Company participates in, (ii) other than routine claims for benefits, current, pending or, to the Knowledge of Seller, threatened breaches, actions, investigations, examinations suits or claims with respect to any Benefit Plan which an Acquired Company Employee participates in, (iii) Taxes, penalties or fees owing or due and payable under or in respect of any Benefit Plans which an Acquired Company Employee participates in, and (iv) audits or other proceedings by a Governmental Authority ongoing, pending or, to the Knowledge of Seller, threatened with respect to any Assumed Benefit Plan which an Acquired Company Employee participates in. (d) Section 3.13(d) of the Seller Disclosure Schedule identifies each Benefit Plan that is a “registered pension plan” as that term is defined in subsection 248(1) of the Tax Act (each, a “Pension Plan”). No Pension Plan contains a “defined benefit provision” as that term is defined in subsection 147.1(1) of the Tax Act. None of the Benefit Plans which an Acquired Company Employee participates in is (i) a Multi-Employer Pension Plan, (ii) a “retirement

---

43 1012075734v13 compensation arrangement” as defined in subsection 248(1) of the Tax Act or (iii) a “employee life and health trust” as defined in subsection 248(1) of the Tax Act. No Benefit Plan which an Acquired Company Employee participates in is or has been found by a Governmental Authority to be a “salary deferral arrangement” as defined in subsection 248(1) of the Tax Act. (e) None of the Benefit Plans provides retiree health and welfare benefits coverage to any of the Acquired Company Employees, other than where such coverage or benefits are (i) required to be provided by Law, (ii) provided in respect of claims incurred prior to termination of employment or retirement or (iii) provided pursuant to applicable conversion or survivor privileges in accordance with the terms of the insurance policy underlying such Benefit Plan, in each case to employees or former employees of an Acquired Company (or any of their spouses, dependents, survivors, beneficiaries or estates of such employees and former employees). No Acquired Company has any actual unfunded Liabilities with respect to any of the Benefit Plans as of the date hereof. (f) Except as contemplated by this Agreement, and except as set forth in Section 3.13(f) of the Seller Disclosure Schedule, no Benefit Plan exists that, as a result of the execution of this Agreement or the transactions contemplated by this Agreement, will accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable under, or result in any other material obligation pursuant to, any of the Benefit Plans in respect of any Acquired Company Employee (including, without limitation, any change of control, retention, bonus or similar payment). Section 3.14 Employees. (a) Seller has delivered to Buyer a true and correct list (the “Employee List”) of all of the Acquired Company Employees as of the date hereof, which includes, for each such employee, their name, employer entity, position, hire date, location of employment, annual base salary or hourly wage rate, annual incentive targets, benefits, annual vacation entitlement (in days), accrued but unused vacation days, status (active or inactive, full-time or part-time, etc.), and whether such employee is employed pursuant to a written employment agreement. For any employee who is inactive or on a leave of absence, the Employee List includes the commencement date of the leave and expected return to work date, if known. (b) Seller has delivered to Buyer all material current employee manuals and handbooks, employment policy statements, employment agreements, and other material written communications relating to the employment of the Acquired Company Employees. (c) Seller has also delivered to Buyer a true and correct list of all independent contractors engaged in the Business as of the date hereof, which includes, for each independent contractor, the engaging entity, length of engagement, and fee arrangements (e.g., hourly fee rate) (the “Contractor List”). Seller and Acquired Companies have properly classified each independent contractor listed on the Contractor List as an independent contractor for all purposes including, for

---

44 1012075734v13 all Tax purposes and for purposes of determining eligibility to participate in any Benefit Plan, where applicable), and no Acquired Company has received written notice disputing the characterization of any independent contractor engaged by such applicable Acquired Company as an independent contractor under applicable Laws from any Governmental Authority or from such independent contractor. No Acquired Company has any material direct or indirect liability, whether actual or contingent, with respect to the misclassification of any person as an independent contractor rather than as an Acquired Company Employee. (d) Except as set forth in Section 3.14(d) of the Seller Disclosure Schedule, no Acquired Company will, as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated by this Agreement, be required to pay any retention, change of control, golden parachute, bonus or similar payment to any Acquired Company Employee (other than salaries, wages or bonuses paid or payable in the Ordinary Course in accordance with current compensation levels and practices). Except as set forth in Section 3.14(d) of the Seller Disclosure Schedule, no Acquired Company Employee has any agreement as to length of notice or termination payment required to terminate his or her employment or contract, other than such as results from Law. (e) No Acquired Company Employee holding an executive position with an Acquired Company has provided written notice to the applicable Acquired Company that they intend to resign, retire or terminate their employment with such Acquired Company as a result of the transactions contemplated by this Agreement. (f) Except as set forth in Section 3.14(f) of the Seller Disclosure Schedule, Seller and the Acquired Companies are in compliance in all material respects with all applicable Laws respecting labor, and employment, including applicable Laws in respect of terms and conditions of employment, occupational health and safety, human rights, accessibility, language, labor relations, employment equity, pay equity and workers’ compensation, worker classification and wages and hours. No Acquired Company is a party to any material Action under any such applicable Law relating to Acquired Company Employees or independent contractors or former Acquired Company Employees or independent contractors. (g) There have been no fatal or critical accidents involving any Acquired Company Employees in the last six (6) years. There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and Seller or any Acquired Company have not been reassessed in any material respect under such legislation during the past three (3) years and no audit of Seller or any Acquired Company is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no claims or, to the Knowledge of Seller, potential claims which may materially adversely affect Seller’s or an Acquired Company’s applicable accident cost experience rating. (h) There are no charges pending under applicable occupational health and safety legislation (“OHSA”). There are no material outstanding and unresolved inspection orders

---

45 1012075734v13 made under OHSA against Seller or any Acquired Company. Seller and the Acquired Companies have complied in all material respects with any claims, complaints, investigations, decisions, directions, convictions or orders issued under OHSA and there are no appeals of any claims, complaints, investigations, decisions, directions, convictions or orders under OHSA currently outstanding. (i) There are no outstanding assessments, penalties or fines, or other material amounts due or owing pursuant to the Charter of the French Language (Québec) and its applicable regulation by Seller or the Acquired Companies and, in the past three years, Seller and each of the Acquired Companies have not been audited with respect to their linguistic situation and Seller and the Acquired Companies have not received written notice that an audit of Seller or any of the Acquired Companies is currently being performed with respect to its linguistic situation. In the past three years, the Office de la langue française (Québec) has not refused, suspended or cancelled the attestation of implementation of a francization program required to be implemented by Seller or the Acquired Companies. (j) As of the date hereof, there are no collective bargaining agreements, labor contracts, letters of understanding, letters of intent or voluntary recognition agreements with any labor union, trade union or employee organization or group which may qualify as a trade union or similar entity (such agreements or contracts, “Collective Agreements”) to which Seller or its Affiliates (including the Acquired Companies) are parties with respect to any Acquired Company Employees. There are no formal organizational campaigns, petitions or other material unionization activities seeking recognition of a bargaining unit in the Acquired Companies with respect to Acquired Company Employees, and there are no, and have not been any within the three (3) years preceding the date hereof , (i) strikes, labor disputes, work slow-downs or work stoppages pending or, to the Knowledge of Seller, threatened in writing with respect to Acquired Company Employees or (ii) unfair labor practices with respect to or involving any Acquired Company. To the Knowledge of Seller, there are no pending or threatened in writing complaints regarding any alleged unfair labor practice relating to Acquired Company Employees or former Acquired Company Employees. (k) In the past five (5) years, no union or bargaining agent has made any claim or complaint that any Acquired Company Employees not covered under a Collective Agreement should or ought to be included in the bargaining unit under such Collective Agreement. As of the date hereof, there are no applications or claims made by any Person, whether active, pending or threatened in writing, to have Seller, any Acquired Company declared a common, related or successor employer pursuant to the Labour Relations Act (Ontario) or any similar legislation in any jurisdiction in which Seller, any Acquired Company carries on business. Section 3.15 Insurance Business. (a) Prior to the date of this Agreement, Seller has made available to Buyer (including through OSFI) copies of any material reports of examinations (including financial or market conduct) of any Acquired Company issued by any Insurance Regulator since January 1,

---

46 1012075734v13 2024 and all material correspondence with OSFI involving the Acquired Insurance Company or relating to the Business (other than any prescribed statutory information), in each case since January 1, 2024. All material deficiencies or violations noted in such reports of examination have been resolved to the reasonable satisfaction of the applicable Insurance Regulator that noted such deficiencies or violations. (b) The Market Conduct Claims disclosed in Section 3.15(b) of the Seller Disclosure Schedule constitute the only Market Conduct Claims in respect of the Acquired Company or the Business since January 1, 2024. Sellers have made available to Buyer prior to the date hereof copies of all material complaints regarding the Acquired Insurance Company or the Business which were reported to an arm's length complaints handling body since January 1, 2024. Section 3.16 Reinsurance. (a) Section 3.16(a) of the Seller Disclosure Schedule sets forth a list, as of the date of this Agreement, of the Reinsurance Agreements in force on the date hereof. Seller has made available to Buyer true and complete copies of each Reinsurance Agreement, including any contract related to security for such reinsurance contract. (b) Assuming the due authorization, execution and delivery thereof by the other party or parties thereto, (i) each Reinsurance Agreement is a valid and binding obligation of the Acquired Insurance Company and, to the Knowledge of Seller, each other party or parties thereto, in accordance with its terms and is in full force and effect in all material respects, subject to the Enforceability Exceptions and (ii) neither the Acquired Insurance Company and, to the Knowledge of Seller, nor any other party thereto is in material default in the performance, observance or fulfillment of any obligation, covenant or condition applicable to the Business contained in each of the Reinsurance Agreements, (iii) to the Knowledge of Seller, no event has occurred as of the date hereof, that would constitute a material default under any Reinsurance Agreement in respect of the Business; and (iv) with respect to the Business of the Acquired Insurance Company reinsured thereunder, all of the Reinsurance Agreements are bona fide reinsurance treaties, with real transfer of risk for all accounting, Tax, regulatory and actuarial purposes. (c) The Acquired Insurance Company has not received any written notice of (i) a material dispute between it and any other party to a Reinsurance Agreement, applicable to the Business with respect to such Reinsurance Agreement that has not been resolved as of the date hereof or (ii) an intention to cancel, suspend or terminate any such Reinsurance Agreement with respect to the Business at a date earlier than the date otherwise provided under such Reinsurance Agreement. (d) No side agreements exist that materially alter any terms of any Reinsurance Agreements. As of the date hereof, there has been no material change, including cancellation, commutation, recapture or re-pricing, to any Reinsurance Agreement. Since December 31, 2024, the Acquired Insurance Company has not received any written notice of a material dispute between it and any other party to a Reinsurance Agreement, applicable to the Business with respect to such

---

47 1012075734v13 Reinsurance Agreement that has not been resolved and (iii) the Acquired Insurance Company has not waived, in any contractually binding manner, any material rights under any Reinsurance Agreements. Section 3.16(d) of the Seller Disclosure Schedule sets forth all material commitments and undertakings of the Acquired Insurance Company to enter into Reinsurance Agreements which remain open for acceptance as of the date hereof. The Acquired Insurance Company is in compliance in all material respects with all applicable OSFI requirements relating to reinsurance, including unregistered reinsurance, and all applicable Laws related to reinsurance. (e) Seller has made available to Buyer prior to the date hereof copies of each appointed actuary’s report of the Acquired Insurance Company, including all schedules, supplements and modifications, prepared by the appointed actuary of the Acquired Insurance Company for the years ended December 31, 2023 and 2024 (collectively, the “Actuarial Analyses”). The factual information and data furnished by the Acquired Insurance Company to its actuaries (independent or otherwise) in connection with the preparation of the Actuarial Analyses (i) was accurate in all material respects at the relevant time of preparation and comprised all relevant information as required by applicable Law for the preparation of the Actuarial Analyses, (ii) included all information material to the Actuarial Analyses that was requested by such actuaries from the Acquired Insurance Company, (iii) was derived from the books and records of the Acquired Insurance Company, including an inventory of Insurance Policies in force for the Acquired Insurance Company that was materially accurate at the relevant time of preparation, and (iv) the Actuarial Analyses were prepared in conformity with accepted actuarial practice in Canada, in all material respects,. (f) Except as set forth in Section 3.16(f) of the Seller Disclosure Schedule, since January 1, 2024, all Existing Business Insurance Policies issued as of the date hereof have been, where required by applicable Law, issued on forms and at rates approved by all applicable Governmental Authorities or filed with and not objected to by such Governmental Authorities within the time period provided by applicable Law for objection, subject to such exceptions that would not be reasonably likely to be material, individually or in the aggregate, to the Acquired Companies or the Business. Section 3.17 Regulatory Filings and Matters. (a) Except as set forth in Section 3.17(a) of the Seller Disclosure Schedule, solely to the extent relating to the Business, the Acquired Insurance Company has filed all material reports, statements, registrations, filings, notices or submissions required to be filed with any Governmental Authority since January 1, 2024, all such reports, statements, registrations, filings, notices or submissions were in material compliance with applicable Laws when filed, and no material deficiencies have been asserted by any such Governmental Authority with respect to such registrations, filings or submissions that have not been addressed or satisfied. (b) To the Knowledge of Seller, there is no investigation, proceeding or other material matter pending with OSFI relating to Seller, the Acquired Companies or any Seller Party that would reasonably be likely to prevent or materially delay the granting of any Seller Governmental Approvals.

---

48 1012075734v13 Section 3.18 Producers. Except as set forth in Section 3.18 of the Seller Disclosure Schedule, to the Knowledge of Seller, since January 1, 2024, each insurance agent, underwriter, wholesaler, broker, intermediary and distributor that wrote, sold, or produced Existing Business Insurance Policies issued as of the date hereof (each, a “Producer”), at the time such Producer wrote, sold or produced such Existing Business Insurance Policies, was duly licensed as required by Law (for the type of business written, sold or produced), and to the Knowledge of Seller, as of the date hereof, no Producer is in material violation of any term or provision of any Law applicable to the writing, sale or production of such business, except for such failures to be licensed or such violations that have been cured, resolved or settled through agreements with applicable Governmental Authorities, are barred by an applicable statute of limitations or as would not reasonably be expected to be material, individually or in the aggregate, to the Acquired Companies or the Business, taken as a whole. Section 3.19 Investment Assets. Seller has made available to Buyer a complete and correct list of all Investment Assets as of December 31, 2025. Except as disclosed in Section 3.19 of the Seller Disclosure Schedule or Investment Assets that matured or were sold, redeemed or otherwise disposed of December 31, 2025, the Acquired Companies, or a trustee acting on such Acquired Company’s behalf, as applicable, have valid title to all Investment Assets, free and clear of any Liens other than Permitted Liens. Section 3.20 Insurance. As of the date hereof, Seller or its Affiliates, with respect to the Business, maintain the insurance policies and coverages set forth in Section 3.20 of the Seller Disclosure Schedule, and all such policies are in full force and effect and no written notice of cancellation, termination, revocation, exclusion or other written notice has been received by Seller or its Affiliates that any such insurance policy is no longer in full force or effect. To the Knowledge of Seller, such insurance policies are sufficient in all material respects for all applicable requirements under any Material Contract and any applicable Law and provide insurance in such amounts and against such risks as is customary for corporations engaged in business similar to that carried on by the Business, and of similar size and with similar risk profile as the Business. Section 3.20 of the Seller Disclosure Schedule further indicates which of the insurance policies provided by Seller or its Affiliates (other than the Acquired Companies) in respect of the Business that will be terminated on Closing or otherwise cease to provide coverage to the Acquired Companies on Closing. Section 3.21 Reserves. The statutory policy reserves with respect to the Insurance Policies contained in its Statutory Financial Statements, in each case (a) were determined in all material respects in accordance with Actuarial Standards consistently applied and (b) have been determined, in all material respects, in accordance with the requirements of IFRS and all applicable Law, in each case of (a) and (b), except as otherwise noted in such Statutory Financial Statements and notes included in such Statutory Financial Statements and as of the date of such Statutory Financial Statements. Section 3.22 Sufficiency of Assets; Title. (a) Assuming all consents and approvals of third parties and Governmental Authorities are obtained and subject to the transactions contemplated by the LPT Agreement, the

---

49 1012075734v13 assets, properties and rights of the Acquired Companies at the time of the Closing and the services to be provided by Seller or an Affiliate thereof under the Transition Services Agreement and the LPT Agreement and the services contemplated by the Shared Contracts comprise all of the assets, properties, rights, Contracts, claims, personnel and services reasonably necessary to permit Buyer to operate the Business immediately following the Closing in all material respects in substantially the same manner as the Business is being operated as of the date hereof. (b) Except for any leased or licensed personal property (including Intellectual Property), Leased Real Property or assets and properties to be made available under the Transition Services Agreement or Shared Contracts or as set forth on Section 3.22 of the Seller Disclosure Schedule, each Acquired Company has good and valid title to, free and clear of any Liens other than Permitted Liens, or otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the material assets and properties that are used by it in connection with the Business, except for property otherwise disposed of in the ordinary course of business. Section 3.23 Real Property. (a) Except for Investment Assets and as set forth in Section 3.23(a) of the Seller Disclosure Schedule, as of the date hereof, the Acquired Companies do not own any real property or interests in real property. (b) Section 3.23(b) of the Seller Disclosure Schedule lists all Leased Real Property and sets forth the address, landlord and tenant for each Leased Real Property and sets forth all each written material contract, agreement, instrument or other legally binding and enforceable commitment in force as of the date hereof with respect to Leased Real Property, and Seller has made available to Buyer prior to the date hereof true copies of each such agreement (“Leases”). Other than as set forth on Section 3.23(b) of the Seller Disclosure Schedule, neither of the Acquired Companies is a tenant or lessee of, or under any agreement to become a tenant or lessee of, any lease with respect to real property. Except as set forth in Section 3.23(b) of the Seller Disclosure Schedule, each Lease in respect of Leased Real Property is a legal, valid and binding obligation of the applicable Acquired Company party thereto and, to the Knowledge of Seller, each other party thereto, and is enforceable against the applicable Acquired Company party thereto, and, to the Knowledge of Seller, each other party thereto, in accordance with its terms (except in each case as may be limited by Enforceability Exceptions). Neither of the Acquired Companies nor any of their Affiliates nor, to the Knowledge of Seller, any other party to a Lease, is in material default or material breach in the performance, observance or fulfillment of any obligation, covenant or condition contained under a Lease. The Acquired Companies have not received, nor have any of their Affiliates received, any notice of a material dispute between such Acquired Company or an Affiliate thereof, on the one hand, and a lessor or property management agent in respect of the Leased Real Property, on the other. (c) Except as set forth on Section 3.23(c) of the Seller Disclosure Schedule, each Acquired Company or Affiliates that is a party to the Leases, as applicable, has performed in

---

50 1012075734v13 all material respects all obligations required to be performed by it to date under each Contract with respect to the Leases and is not in material breach or material default thereunder (and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both ). Section 3.24 Environmental Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, each Acquired Company is, and at all times since January 1, 2024, has been in compliance with all applicable Environmental Laws. (b) There is no material Environmental Claim in progress, pending or, to the Knowledge of Seller, threatened and, to the Knowledge of Seller, there are no existing facts or circumstances (including the presence of any Hazardous Substance) which would reasonably be expected to give rise to a material liability of any Acquired Company pursuant to applicable Environmental Law or any material Environmental Claim against, affecting or involving an Acquired Company or, to the Knowledge of Seller, against any Person whose liability for such Environmental Claims an Acquired Company has retained or assumed either contractually or by operation of law, in each case, except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole. (c) Seller has made available to Buyer prior to the date hereof copies of any material environmental report in the possession of Seller or an Acquired Company that have been prepared for Seller, an Acquired Company or any Affiliate thereof since January 1, 2024 and that pertain to (i) any unresolved Environmental Claims against an Acquired Company, (ii) any Hazardous Substances in, on, beneath or adjacent to any property currently owned, operated or leased by an Acquired Company in circumstances that would reasonably be expected to result in an Environmental Claim against any Acquired Company or (iii) a violation of applicable Environmental Laws by an Acquired Company. Section 3.25 Affiliate Transactions. (a) Section 3.25(a) of the Seller Disclosure Schedule sets forth a true and correct list, as of the date hereof, of all contracts, agreements, arrangements, leases, licenses and other instruments, other than any Insurance Policies or Reinsurance Agreements, between (a) the Acquired Insurance Company and the Acquired Services Company, and (b) any of the Acquired Companies, on the one hand, and Seller or any Affiliate of Seller (other than the Acquired Companies) or any shareholder, director, officer or employee of such Affiliate or of an Acquired Company, on the other hand (collectively, “Intercompany Agreements”). (b) Section 3.25(b) of the Seller Disclosure Schedule sets forth a true and correct list as of December 31, 2025 of all intercompany receivables and payables for the amount due, including any accrued and unpaid interest to but excluding the date of payment, pursuant to each Intercompany Agreement.

---

51 1012075734v13 Section 3.26 Taxes. Except as set forth in Section 3.26 of the Seller Disclosure Schedule: (a) All income, premium and other material Tax Returns required to have been filed by the Acquired Companies have been timely filed (taking into account extensions properly obtained) in the manner prescribed by Law, and the information contained in such Tax Returns is true, correct and complete in all material respects. (b) The Acquired Companies have paid all material Taxes which are due and payable as required by applicable Law (whether or not shown on any Tax Return or assessed or reassessed by any Tax Authority) and have paid all assessments and reassessments they have received in respect of Taxes. The Acquired Companies have paid all installments on account of Taxes for their current taxation years required to be paid. The Acquired Companies have made adequate provision in the Statutory Financial Statements for all Taxes for the period covered thereby in accordance with IFRS. Since December 31, 2025, the Acquired Companies have only incurred Tax liabilities in the Ordinary Course. (c) No extension of time within which to file any such income Tax Return referred to in clause (a) above by an Acquired Company is in effect, nor is there an outstanding request for such extension. (d) The Acquired Companies have not requested, received or entered into any advance Tax rulings or advance pricing agreements from or with any Tax Authority. (e) There are no material liens for Taxes upon the assets of the Acquired Companies except for Permitted Liens. (f) All material Taxes which an Acquired Company is required by Law to withhold or to collect for payment have been duly withheld and collected and have been duly and timely paid to the appropriate Governmental Authority in accordance with applicable Law or set aside or reserved on the books of the Acquired Companies. (g) No written waiver of any statute of limitations relating to income Taxes for which the Acquired Companies are liable has been granted. All material deficiencies asserted in writing or assessments made in writing as a result of any examinations of the Tax Returns referred to in clause (a) above have been paid in full or are being contested in good faith. There is no material matter under discussion, examination, audit or appeal with any Tax Authority nor any material audit or administrative or judicial proceeding pending with respect to Taxes payable by the Acquired Companies. (h) The Acquired Companies have invoiced, charged and/or collected all material Sales Taxes required to be invoiced, charged and/or collected, and have timely remitted, or will timely remit, such amounts to the appropriate Tax Authority, or have furnished properly completed exemption certificates with respect thereto.

---

52 1012075734v13 (i) If required by applicable Law, each of the Acquired Companies is a registrant for purposes of any Taxes imposed under Part IX of the Excise Tax Act (Canada) and its registration number is as set out in Section 3.26 of the Seller Disclosure Schedule. (j) The Acquired Companies are not a party to, bound by, and do not have any obligation under, any Tax allocation or sharing agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person, other than pursuant to an agreement entered into by the Acquired Companies in the Ordinary Course, the primary purpose of which does not relate to Taxes. The Acquired Companies have not acquired property from any Person in circumstances where it became liable for any Taxes of such Person pursuant to Section 160 of the Tax Act. (k) Seller has made available to Buyer a true, correct and complete copy of all income Tax Returns filed by each of the Acquired Companies on or prior to the date hereof for the six 6 full taxation years ending prior to the date hereof, and all premium tax, sales tax, excise tax and other required Tax filings for the preceding four 4 years ending prior to the date hereof, in each case as well as any related Tax filings or correspondence received from any taxing authority. (l) The Acquired Companies have maintained and continue to maintain all Business Books and Records required to be maintained by them under the Tax Act and all other applicable Laws in respect of Taxes. (m) Neither of the Acquired Companies is subject, or has since its incorporation been subject to net income tax in a jurisdiction other than the one in which it is organized. No claim has ever been made by a Governmental Authority in a jurisdiction where the Acquired Companies do not file Tax Returns that they are or may be subject to the imposition of any Tax by, or required to file Tax Returns in, that jurisdiction. (n) The Acquired Companies are not required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period ending after the Closing as a result of any (i) change in accounting method for any Tax period ending before the Closing, (ii) installment sale made prior to the time of Closing, or (iii) prepaid amount received (other than unearned premium or other customary accounting for insurance premiums which were taken into account in the determination of Total Equity as a reduction of the Purchase Price) prior to the time of Closing, or are otherwise required to include any item of income in, or exclude any item of deduction from, taxable income (other than in respect of unearned premium or other customary accounting for insurance premiums which were taken into account in the determination of Total Equity as a reduction of the Purchase Price) for any Tax period ending after the Closing attributable to income that accrued, or that was required to be reported for financial accounting purposes, in a prior taxable or fiscal period but that was not included in taxable income for that or another prior taxable or fiscal period, except in each case to the extent a corresponding amount was taken into account in the determination of Total Equity as a reduction of the Purchase Price.

---

53 1012075734v13 (o) There are no circumstances which exist and could result in, or have existed and resulted in, the application of any of sections 17, 78, 79, 79.1 or 80 to 80.04, inclusive, of the Tax Act (or any similar provision under any applicable Law) to the Acquired Companies. (p) For all transactions between an Acquired Company and any non-resident person with which it was not dealing at arm’s length for purposes of the Tax Act, the Acquired Company has made or obtained records or documents that meet the transfer pricing requirements of subsection 247(4) of the Tax Act. The Acquired Companies have complied with all Laws in respect of transfer pricing. (q) No Acquired Company has made an “excessive eligible dividend designation” as defined in subsection 89(1) the Tax Act in respect of any dividend paid, or deemed by any provision of the Tax Act to have been paid, on any class of shares of its capital stock. (r) No Acquired Company has made a capital dividend election under subsection 83(2) of the Tax Act in an amount which exceeds the amount in its capital dividend account at the time of such election. (s) No Acquired Company has participated in any transactions which are subject to the reporting requirements under section 237.3 or section 237.5 of the Tax Act, or the notification requirements under section 237.4 of the Tax Act. No Acquired Company has an obligation to file an information return pursuant to any of the sections specified above in the Tax Act. (t) The Shares are not “taxable Canadian property” of Seller for purposes of the Tax Act. Section 3.27 Business Books and Records. (a) The Business Books and Records have been maintained, in all material respects, in accordance with all applicable Laws. The Business Books and Records are true and correct in all material respects and fairly and correctly set out and disclose in all material respects (i) the assets, properties and liabilities of the Business and each Acquired Company, and (ii) all material transactions of each Acquired Company and the Business, including transactions between any Acquired Company, on the one hand, and Seller or any Affiliate thereof, on the other hand. The corporate minute books of the Acquired Companies contain the minutes of all meetings or other proceedings of the directors (or any committee thereof) and shareholders of each Acquired Company held since their respective dates of formation and all such meetings were duly called and held and the share certificate books, registers of shareholders, registers of transfer and registers of directors and officers of each Acquired Company are complete and accurate in all material respects. (b) As of the Closing Date, each Acquired Companies shall have in its possession and control, or shall have reasonable access to, all material Business Books and

---

54 1012075734v13 Records that are required to be maintained in its possession and control pursuant to applicable Law. Section 3.28 Bank Accounts. Section 3.28 of the Seller Disclosure Schedule sets forth a true and complete list of (a) the name and address of each bank with which any Acquired Company has an account or safe deposit box, (b) the name of each Person authorized to draw thereon or have access thereto and (c) the account number for each bank account of each Acquired Company. Section 3.29 No Business Activities of Acquired Services Company. Except as set forth on Section 3.29 of the Seller Disclosure Schedule, the Intercompany Agreements and for activities necessary to maintain its corporate existence and good standing, the Acquired Services Company has no assets or liabilities, has not carried on any business, trade or other activity, nor has it entered into any contracts, agreements or transactions of any kind during the past five years. Section 3.30 Anti-Money Laundering; Sanctions; Anti-Corruption. (a) Each of the Acquired Companies has adopted and maintains adequate policies, procedures and controls reasonably designed to comply with all applicable Anti- Corruption Laws, Anti-Money Laundering Laws and Sanctions Laws. No Acquired Company or, to the Knowledge of Seller, any of the directors, officers, or employees of such Acquired Company, has taken any action since January 1, 2024 which would cause such Acquired Company to be in violation of applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions Laws. (b) Since January 1, 2024, no Acquired Company has received any written notice from any Governmental Authority alleging that such Acquired Company or, to the Knowledge of Seller, any of their respective directors, officers, or employees has violated any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions Laws, and, to the Knowledge of Seller, no conditions or circumstances exist (including any ongoing proceedings) that would constitute a violation of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions Laws except, as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Acquired Companies, taken as a whole. Since January 1, 2024, no Acquired Company or, to the Knowledge of Seller, any directors, officers, or employees of such Acquired Company, has (i) made a voluntary, directed, or involuntary disclosure to any Governmental Authority with respect to any act or omission arising under or relating to any potential non-compliance with any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions Laws; or (ii) been the subject of any actual or, to the Knowledge of Seller, threatened investigation, formal or informal inquiry or enforcement proceedings for violations of Anti- Corruption Laws, Anti-Money Laundering Laws or Sanctions Laws or received any written notice, request or citation for any actual or alleged non-compliance with any Anti-Corruption Law, Anti- Money Laundering Law or Sanctions Laws.

---

55 1012075734v13 (c) Neither Seller nor any Acquired Company or, to the Knowledge of Seller, any of their respective directors, officers, employees, or Affiliates is, or since January 1, 2024, has been a Sanctioned Person or has engaged in dealings with Sanctioned Country or with Sanctioned Persons in violation of Sanctions Laws. (d) No part of the Purchase Price will be knowingly used for the purpose of engaging in any dealing or transaction, directly or indirectly, in any manner that would cause any party hereto to violate applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions Laws. Section 3.31 Brokers. Seller is solely responsible for the payment of the fees and expenses of any broker, investment banker, financial adviser or other Person acting in a similar capacity in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements based upon arrangements made by or on behalf of Seller or any of its Affiliates. Section 3.32 NO OTHER REPRESENTATIONS OR WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE), NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE BUSINESS, THE SHARES, THE ACQUIRED COMPANIES, THE INVESTMENT ASSETS OR THE ASSETS AND PROPERTIES OF THE ACQUIRED COMPANIES, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, PRODUCERS OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS Article III, NO REPRESENTATION OR WARRANTY HAS BEEN OR IS BEING MADE WITH RESPECT TO ANY PROJECTIONS, FORECASTS, BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED OR MADE AVAILABLE TO BUYER OR ANY OTHER PERSON. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER Subject to and as qualified by the matters set forth in the Buyer Disclosure Schedule pursuant to Section 10.10, Buyer hereby represents and warrants to Seller as follows as of the date hereof (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date):

---

56 1012075734v13 Section 4.1 Incorporation and Authority of Buyer. (a) Buyer is a corporation or other organization duly incorporated or organized, validly existing and in good standing (to the extent such concept is recognized) under the Laws of the jurisdiction of its incorporation or organization. (b) Each of Buyer and each Buyer Party has all requisite corporate or similar power to enter into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement and each of the Ancillary Agreements to which it is or will be a party. The execution and delivery by Buyer and each Buyer Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by Buyer and each Buyer Party of the transactions contemplated by, and the performance by Buyer and each Buyer Party of its obligations under, this Agreement and/or such Ancillary Agreements have been (or will be when so executed) duly authorized by all requisite corporate or similar action on the part of Buyer and each Buyer Party. This Agreement and each of the Ancillary Agreements to which Buyer or a Buyer Party is or will be a party has been or, with respect to the Ancillary Agreements to be executed and delivered after the date of this Agreement, will be, duly executed and delivered by Buyer or such Buyer Party and, assuming this Agreement or such Ancillary Agreements constitute legal, valid and binding agreements of the other parties thereto, constitute legal, valid and binding obligations of Buyer or such Buyer Party, enforceable against Buyer or such Buyer Party in accordance with its terms, subject to the Enforceability Exceptions. Section 4.2 Governmental Approvals. Except as set forth in Section 4.2 of the Buyer Disclosure Schedule, or as may result from any facts or circumstances relating to Seller or its Affiliates (as opposed to any other third party), the execution and delivery by Buyer of this Agreement and the Ancillary Agreements do not, and the performance by Buyer of, and the consummation by Buyer of the transactions contemplated by, this Agreement and the Ancillary Agreements will not, require any Governmental Approval to be obtained by Buyer or any of its Affiliates, except for such Governmental Approvals, the failure of which to be obtained from the applicable Governmental Authority would not, individually or in the aggregate, reasonably be expected to (i) be materially adverse to Buyer or (ii) materially impair or delay the ability of Buyer or any Buyer Party to perform its respective obligations under this Agreement or under any Ancillary Agreement. Section 4.3 No Conflict. Provided that all consents, approvals, authorizations and other actions described in Section 4.2, have been obtained or taken, except as set forth in Section 4.3 of the Buyer Disclosure Schedule, and except as may result from any facts or circumstances solely relating to Seller or its Affiliates (as opposed to any other third party), the execution, delivery and performance by Buyer or any Buyer Party of, and the consummation by Buyer and any Buyer Party of the transactions contemplated by, this Agreement and the Ancillary Agreements to which Buyer or any Buyer Party is or will be a party do not and will not (a) violate or conflict with the organizational documents of Buyer or any Buyer Party, (b) violate or conflict with any Law or other Governmental Order or Permit, in each case applicable to Buyer or any Buyer Party or by which any of them or any of their respective properties or assets is bound or

---

57 1012075734v13 subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration, suspension, revocation or cancellation, or to impose any penalty under any material note, bond, mortgage, indenture or contract which Buyer, Buyer Party or any of their respective Subsidiaries is a party or by which any of such assets or properties is bound or subject, or result in the creation of any Lien (other than Permitted Liens) or forfeiture of any of the assets or properties of Buyer or any Buyer Party pursuant, except, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights, terminations, accelerations, cancellations, penalties or creations of Liens as would not, reasonably be likely to be material to Buyer or prevent or materially delay the transactions contemplated hereunder. Section 4.4 Absence of Litigation. There are no Actions pending or, to the Knowledge of Buyer, threatened against Buyer, Buyer Party or any of their respective Affiliates that question the validity of, or seek injunctive relief with respect to, this Agreement or any of the Ancillary Agreements or the right of Buyer or any Buyer Party to enter into this Agreement or any of the Ancillary Agreements. Section 4.5 Regulatory Matters. (a) Within the past five (5) years, no Governmental Authority has revoked any license or status held by Buyer, any Buyer Party or any of their respective Affiliates to conduct insurance operations. Buyer and its Affiliates or the investors in Buyer, any Buyer Party or any of their respective Affiliates meet all of the requirements on the part of such respective entity set forth by applicable Law (including the Laws of its jurisdiction of formation) in order for all necessary Governmental Approvals that are the subject of Section 5.3 to be obtained, and there are no facts, events or circumstances, involving or relating to Buyer, any Buyer Party or any of their respective Affiliates or the investors in Buyer, any Buyer Party or any of their respective Affiliates, that may prevent or delay the granting of any such Governmental Approvals. (b) To the Knowledge of Buyer, there is no reason to believe that there are facts or circumstances related to Buyer’s, any Buyer Party’s or their respective Affiliates’ identity, financial condition, jurisdiction of domicile or regulatory status that would reasonably be expected to materially impair or delay the ability of Buyer or any Buyer Party to obtain the consents, approvals, authorizations and waivers that are the subject of Section 5.3. (c) Buyer is not a “non-Canadian” or is a “trade agreement investor” as defined in the Investment Canada Act, R.S.C., 1985, c.28 (1st Supp.). Section 4.6 Purchase for Investment. The Shares are being acquired by Buyer or the applicable Buyer Party for its own account and without a view to the public distribution or sale of the Shares or any interest in them. Buyer has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, and Buyer is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares. Buyer understands that it may not sell, transfer,

---

58 1012075734v13 assign, pledge or otherwise dispose of any of the Shares other than pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and applicable state and foreign securities Laws. Section 4.7 Financial Ability. Buyer and each Buyer Party has and will have at all times through and at the Closing sufficient immediately available funds to pay, in cash, the Purchase Price and all other amounts payable pursuant to this Agreement, the Ancillary Agreements or otherwise necessary to timely consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to pay all related fees and expenses required to be paid by it hereunder and thereunder. None of Buyer, any Buyer Party or any of their respective Affiliates has incurred any Liabilities or obligations, or is contemplating or aware of any Liabilities or obligations, in either case, that would impair or adversely affect such resources and capabilities. The obligations of Buyer and each Buyer Party to effect the transactions contemplated by this Agreement and the Ancillary Agreements are not conditioned upon the availability to Buyer, any Buyer Party or any of their respective Affiliates of any debt, equity or other financing in any amount whatsoever. Section 4.8 Solvency. Immediately after, and giving effect to, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Buyer and its Subsidiaries will be Solvent. For purposes of this Section 4.8, “Solvent” means, with respect to any Person, that: (a) the fair saleable value (determined on a going concern basis) of the assets of such Person shall be greater than the total amount of such Person’s liabilities (including all liabilities, whether or not reflected in a balance sheet prepared in accordance with IFRS, and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed); (b) such Person shall be able to pay its debts and obligations in the Ordinary Course as they become due; and (c) such Person shall have adequate capital to carry on its businesses and all businesses in which it is about to engage. Section 4.9 Brokers. Buyer is solely responsible for the payment of the fees and expenses of any broker, investment banker, financial adviser or other Person acting in a similar capacity in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements based upon arrangements made by or on behalf of Buyer, any Buyer Party or any of their respective Affiliates. Section 4.10 Investigation; No Additional Representations; Reliance; Market Reaction. Buyer has been, and its Representatives have been, permitted full and complete access to the books and records, Tax Returns, Contracts and other properties and assets of the Acquired Companies and the Business that it or its Representatives have desired or requested to see or review. Buyer acknowledges and agrees that (a) Buyer has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Acquired

---

59 1012075734v13 Companies and the Business, (b) Buyer has been provided with access to such information, documents and other materials related to the Acquired Companies and the Business as it has deemed necessary to enable it to form such independent judgment, (c) in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied solely on (i) the representations and warranties expressly set forth in Article III, the Ancillary Agreements, and any certificates delivered hereunder, and (ii) Buyer's own investigation and analysis, and has not relied on any other information, statement, representation, or warranty (whether written or oral) made by or on behalf of Seller or any of its Affiliates or Representatives other than as set forth in the preceding (i) hereof, (c) Buyer has not relied on, and expressly disclaims any reliance on, any representation or warranty from Seller, its Affiliates (including the Acquired Companies) or any other Person in determining to enter into this Agreement, except as expressly set forth in Article III, the Ancillary Agreements or any certificate delivered hereunder and (d) Buyer understands and agrees that none of Seller, its Affiliates (including the Acquired Companies) has made any representation or warranty, express or implied, as to (i) the Acquired Companies or the Business and (ii) the accuracy or completeness of any information regarding the Acquired Companies or the Business furnished or made available to Buyer or is Representatives (in each of clauses (d)(i) and (ii), except as expressly set forth in Article III, the Ancillary Agreements or any certificate delivered hereunder). Seller makes no representations or warranties with respect to, and nothing contained in this Agreement, the Ancillary Agreements or in any other agreement, document, instrument, or certificate to be delivered in connection herewith or therewith is intended or shall be construed to be a representations or warranty, express or implied, of Sellers, for any purposes of this Agreement, the Ancillary Agreements or any other agreement, document, instrument or certificate to be delivered in connection herewith and therewith, in respect of (A) the adequacy or sufficiency of reserves of any Acquired Company or the Business or whether any reserves may develop adversely, or (B) the effect of the adequacy or sufficiency of reserves of any Acquired Company or the Business on any line item, asset, liability or equity amount on any financial statement or other document, or any agreement. Nothing in this Section 4.10 shall (a) waive or release any claim for Fraud, (b) limit Buyer’s rights under Section 2.8 or (c) limit Buyer’s or the Acquired Companies’ rights under any Ancillary Agreement. ARTICLE V COVENANTS Section 5.1 Conduct of Business Prior to the Closing. From the date of this Agreement until the Closing, except (A) as may be required by applicable Law, (B) as otherwise expressly contemplated by or permitted by this Agreement and the Ancillary Agreements (including as may be necessary or advisable to dissolve the Acquired Services Company pursuant to Section 5.20), (C) as set forth in Section 5.1 of the Seller Disclosure Schedule or (D) as otherwise consented to in writing by Buyer: (a) Seller shall, and shall cause each of its applicable Affiliates to, use reasonable best efforts to (i) operate the Business in the Ordinary Course and (ii) preserve the good will and ongoing operations of the Business and the Acquired Companies’ present, material relationships with its employees, customers, suppliers and Insurance Regulators; and

---

60 1012075734v13 (b) Seller shall not, and shall not permit any of its Affiliates (including an Acquired Company) to (only to the extent related to the Business): (i) transfer, issue, redeem, sell or dispose of any Stock or other securities of any of the Acquired Companies or grant options, warrants, calls or other rights to purchase or otherwise acquire Stock or other securities of any of the Acquired Companies; (ii) adopt a plan of complete or partial liquidation or rehabilitation or authorize or undertake a merger, dissolution, rehabilitation, consolidation, restructuring, recapitalization or other reorganization of either Acquired Company; (iii) effect any recapitalization, reclassification, share split or combination or similar change in the capitalization of any of the Acquired Companies or reincorporate or domesticate either Acquired Company; (iv) amend the certificate of incorporation or by-laws (or other comparable organizational documents) of either of the Acquired Companies, or change either Acquired Company’s state or jurisdiction of domicile; (v) permit an Acquired Company to incur any indebtedness to any Person (other than another Acquired Company) for borrowed money (other than current trade accounts payable incurred in respect of property or services purchased in the Ordinary Course) or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations or liabilities of any Person (including hedge obligations), or make any loans or advances (other than, in each case, in respect of transactions relating to the Investment Assets in the Ordinary Course, and loans and advances to Producers in the Ordinary Course); (vi) incur any Lien, other than Permitted Liens, upon any of the equity interests of, the assets or properties of the Acquired Companies except in the Ordinary Course; (vii) other than in the Ordinary Course, (A) modify, amend, accelerate, waive, cancel or terminate any material right or terminate (other than at its stated expiry date) any Material Contract or (B) enter into any contract which would, if entered into prior to the date hereof, have been a Material Contract (or waive, release or assign any material rights or claims thereunder); (viii) other than in the Ordinary Course, transfer, assign or grant any license or sublicense of any material rights under or with respect to any Business Intellectual Property; (ix) enter into, terminate or materially amend the terms of any Intercompany Agreements;

---

61 1012075734v13 (x) other than in the Ordinary Course, (A) terminate or materially amend the terms of any Reinsurance Agreement with respect to the Business, or (B) permit the Acquired Insurance Company to enter into any treaty or agreement of the Acquired Insurance Company to reinsure the Existing Business Insurance Policies (other than renewal of Reinsurance Agreements on substantially similar or market terms); (xi) other than in the Ordinary Course, provide, enter into, terminate or materially amend the terms of any Insurance Policies, between any of the Acquired Companies, on the one hand, and Seller or any Affiliate of Seller (other than the Acquired Companies), on the other hand; (xii) purchase, sell, lease, exclusively license, exchange or otherwise dispose of or acquire any property or assets that are owned by the Acquired Companies or used in respect of the Business, in each case, other than (A) transactions occurring in the Ordinary Course, (B) any Investment Assets purchased, transferred, sold or disposed of in accordance with the Acquired Companies’ investment guidelines or policies or that are otherwise purchased, transferred, sold or disposed of in the Ordinary Course, (C) any Existing Business Insurance Policies or (D) any acquisition or sale of assets or property in any individual transaction not in excess of $500,000 or in the aggregate not in excess of $1,500,000; (xiii) permit an Acquired Company to acquire (by merger, consolidation, acquisition of shares or assets, bulk reinsurance or otherwise) any corporation, partnership, joint venture, association or other business organization or division thereof, or substantially all of the assets of any of the foregoing except for acquisitions of Investment Assets; (xiv) settle or compromise on any material litigation or claim against or threatened against any of the Acquired Companies (other than claims under Existing Business Insurance Policies) for an amount that exceeds $1,000,000; (xv) permit an Acquired Company to enter into any new line of business or introduce any new products or services or exit any line of business; (xvi) permit an Acquired Company to undertake or commit to make any capital expenditures for amounts paid or payable in excess of $1,000,000 in the aggregate; (xvii) transfer the employment or engagement of any employee or individual service provider of Seller or any of its Affiliates (other than the Acquired Companies) to any Acquired Company or transfer of the employment or engagement of any employee or individual service provider of an Acquired Company to Seller or any Affiliate (other than the Retained Employees); (xviii) amend or terminate any Benefit Plan which any Acquired Company Employee participates in to the extent that such amendment or termination would (X) increase the liability of the Acquired Companies (other than changes which generally cover

---

62 1012075734v13 the employees of Seller and its Affiliates, including the Acquired Companies), or (Y) result in an Acquired Company Employee receiving benefits in an amount or on terms that are less favorable than those provided to each such employee by Seller or its Affiliates as of the date hereof, or promise, grant or agree to increase or otherwise amend the compensation (including salary or rate of wages) or benefits of any Acquired Company Employee, other than in each case (A) in the Ordinary Course or (B) as required by any Benefit Plan in force as of the date hereof or applicable Law; (xix) enter into any new Benefit Plan which any Acquired Company Employee would participate in to the extent that such entry would (A) increase the liability of the Acquired Companies (other than entry into any Benefit Plan that generally covers the employees of Seller and its Affiliates, including the Acquired Companies), or (B) result in an Acquired Company Employee receiving benefits in an amount or on terms that are less favorable than those provided to each such employee by Seller or its Affiliates as of the date hereof, other than in each case as required by applicable Law; (xx) hire or terminate (other than for just cause) any employee (excluding employees who are not or will not become Acquired Company Employees) or consultant or independent contractor of the Acquired Companies (except as required pursuant to the terms of a Contract with such consultant or independent contractor existing as of the date hereof), other than to fill vacancies for positions with a level below Vice President (including budgeted 2026 positions that have been disclosed to Buyer in writing); (xxi) negotiate or enter into any collective bargaining agreement or similar Contract by or on behalf of an Acquired Company or recognize or certify any labor union, labor organization or works council or group of employees as the bargaining representative of any employees of an Acquired Company; (xxii) revalue any of the material assets reflected in the Statutory Financial Statements, unless required by applicable Law or IFRS (in which case Seller shall provide written notice of any and all revaluations of material assets to Buyer prior to the Closing); (xxiii) make any changes to the accounting or actuarial principles, policies, practices of the Acquired Companies, except as required by IFRS, the Actuarial Standards or applicable Laws (in which case Seller shall provide written notice of any and all such revisions required by applicable Law, the Actuarial Standards or IFRS to Buyer prior to Closing); (xxiv) make any changes to the reserving policies or principles of the Acquired Companies, unless required by applicable Laws, the Actuarial Standards or IFRS (in which case Seller shall provide written notice of any and all such revisions required by applicable Law, the Actuarial Standards or IFRS to Buyer prior to Closing); (xxv) other than in the Ordinary Course, make any material changes to the underwriting or claim settlement policies or procedures, reinsurance policies, risk

---

63 1012075734v13 management policies (or equivalent thereof) of the Acquired Companies, unless required by applicable Laws, the Actuarial Standards or IFRS (in which case Seller shall provide written notice of any and all such revisions required by applicable Law, the Actuarial Standards or IFRS to Buyer prior to Closing); (xxvi) make, rescind or change any material Tax election, amend any material Tax Returns or file any claims for material Tax refunds, enter into any material closing agreement or make a request for a material Tax ruling, settle any material Tax claim, audit or assessment, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or make any material changes to methods, principles, policies or practices of reporting income, deductions or accounting, or reserving, for Tax purposes; (xxvii) declare, set aside or pay any dividend or other distribution to Seller or any of its Affiliates in respect of the Stock of an Acquired Company or determine, set aside or pay any return of capital to Seller or any of its Affiliates in respect of the Stock of an Acquired Company; or (xxviii) enter into any legally binding commitment with respect to any of the foregoing. Section 5.2 Access to Information. (a) From the date hereof until the Closing, subject to any applicable Law (including antitrust restrictions and limitations), Seller shall, and shall cause its Affiliates to, afford to Buyer and its authorized Representatives, upon reasonable advance written notice and during normal business hours, reasonable access to the Business Books and Records, it being understood that Seller and its Affiliates shall be permitted to make reasonable redactions to any applicable books and records with respect to any information constituting Excluded Books and Records or otherwise relating to Seller or its Affiliates (other than Business Books and Records). Any such access shall be conducted at Buyer’s expense, under the supervision of Seller’s or its Affiliates’ personnel, and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of Seller and its Affiliates (including the Acquired Companies); provided, that any such access shall be limited to such information as is reasonably necessary for the consummation of the transactions contemplated by this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement or any other agreement between Buyer and Seller executed on or prior to the date hereof, Seller shall have no obligation to make available to Buyer or its Representatives, or to provide Buyer or its Representatives with access to or copies of (i) any of Seller’s or its Affiliates’ (including the Acquired Companies) confidential and commercially sensitive competitive information, or (ii) any other information if Seller determines, in its reasonable judgment and in good faith, that making such information available would (A) jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine, provided that

---

64 1012075734v13 each party will use its reasonable best efforts to take such action so that such information can be disclosed between the parties in a manner as to not jeopardize attorney-client-privilege, (B) violate an obligation of confidentiality owing to any Person that is not an Affiliate of Seller or (C) contravene any applicable Law or Governmental Order, it being understood that Seller shall cooperate with any requests for, and use its reasonable best efforts to obtain any, waivers that would enable any otherwise required disclosure to Buyer to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law, contract or Governmental Order. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to afford to Buyer or its Representatives access to any information technology of Seller or its Affiliates to the extent not related to the Business or the Acquired Companies. Section 5.3 Regulatory and Other Authorizations. (a) Upon the terms and subject to the conditions herein, each of Buyer and Seller shall, and shall cause each of its applicable Affiliates to, (i) as soon as reasonably practicable following the date hereof, and no later than any applicable period set forth in Section 5.3(c)(i) or Section 5.3(c)(ii) with respect to the filings, applications and notifications contemplated thereby, make all filings, applications and notifications, together with all exhibits, affidavits and certificates, with each Governmental Authority, and (ii) use its respective reasonable best efforts to promptly obtain all Governmental Approvals that are necessary, proper or advisable to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The parties shall cooperate with the reasonable requests of each other in promptly seeking to obtain all such Governmental Approvals. Neither Seller nor Buyer shall take any action that they should be reasonably aware would have the effect of materially delaying, impairing or impeding the receipt of any of such Governmental Approvals. (b) In furtherance of the foregoing, each of Buyer and Seller shall, and shall cause each of its applicable Affiliates to, take the reasonably necessary, proper or advisable actions and do, or cause to be done, or assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable as may be required by any applicable Governmental Authorities or as may otherwise be reasonably necessary, proper or advisable in order to obtain, in the most expeditious matter practicable, the Buyer Governmental Approvals and the Seller Governmental Approvals. (c) Without limiting the generality of the foregoing, Buyer and Seller agree that: (i) Buyer shall, within ten (10) Business Days following the date hereof or such other period of time as may be agreed by Buyer and Seller: (A) file a competition brief requesting an advance ruling certificate under section 102 of the Competition Act or in the alternative a no action letter; and (B) Buyer and Seller shall, if requested in writing by either Buyer or Seller, within ten (10) Business Days following the date of such request or such other date as Buyer and Seller may agree, file a pre-merger notification pursuant

---

65 1012075734v13 to Part IX of the Competition Act in relation to the transactions contemplated by this Agreement. (ii) Buyer shall, within fifteen (15) Business Days following the date hereof or such other period of time as may be agreed by Buyer and Seller, submit an initial application for the Change of Control Approvals. (iii) Buyer shall, and shall cause its Affiliates and its and their respective directors, officers and employees to, provide any and all documents and information requested by a Governmental Authority in connection with the Buyer Governmental Approvals. (d) In connection with the filings, submissions, applications, notifications and report forms described in Section 5.3(a) and Section 5.3(c), each of the parties hereto shall (i), subject to applicable Law, as promptly practicable, provide the other party with a draft of any filing, submission, application, notification or report (and a reasonable opportunity to review such draft before making or causing to be made such filing, submission, application, notification or report, and in good faith consider and reasonably accept comments of such other party regarding such filing, submission, application, notification or report), (ii) as promptly practicable, notify the other of any communication it receives from any Governmental Authority relating to the Governmental Approvals and permit the other party to review, and comment on, in advance, any proposed communication by such party to any Governmental Authority in connection with such Governmental Approvals, and each party agrees to in good faith consider and reasonably accept comments of the other party thereon, (iii) without the prior written consent of the other party, not amend, revoke or refile any such filing, submission, application, notification or report form, and (iv) without the prior written consent of the other party, withdraw any such filing, submission, notification or application filed with a Governmental Authority. Each party shall as promptly as practicable, provide the other party with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, with respect to such Governmental Approvals. Except as otherwise required or requested by the applicable Governmental Authority, neither party shall participate or agree to participate in any live or telephonic meeting (other than non-substantive scheduling or administrative calls) with any Governmental Authority, investigation or other inquiry, in each case, in respect of any of the Governmental Approvals, unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to Section 5.2 and Section 5.11, each of the parties hereto shall coordinate and cooperate fully with the other party in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing; (except for any such materials or parts thereof that the disclosing party, acting reasonably, considers competitively sensitive, which then shall be provided on an external counsel-only basis to external counsel of the other party). Neither party shall be required to comply with any provision of this Section 5.3(d) to the extent that such compliance would be prohibited by applicable Law.

---

66 1012075734v13 (e) Without limiting or derogating from Buyer’s obligations contained elsewhere in this Section 5.3, in fulfilling its obligations under this Section 5.3 with respect to the Competition Act Approval, Buyer shall propose, offer, negotiate, commit to, or agree to and effect, by undertaking, commitment, consent agreement, trust, hold separate agreement, Contract, Governmental Order or otherwise: (i) the sale, divestiture, licensing, holding separate or disposition of all or any part of the businesses or assets of Buyer and its Affiliates or the Acquired Companies; (ii) the termination of any existing contractual rights, relationships and obligations, or entry into or amendment of any other contractual relationships with respect to Buyer and its Affiliates or the Acquired Companies; (iii) changing or modifying any course of conduct regarding future operations of Buyer and its Affiliates or the Acquired Companies and (iv) any commitments or undertakings imposing any other conditions, requirements, restrictions, limitations, forfeitures or agreements affecting Buyer and its Affiliates’ full rights or ownership of their properties, operations or businesses or the properties, operations or businesses of the Acquired Companies. For the avoidance of doubt, (A) any such action is conditioned upon the consummation of the transactions contemplated by this Agreement, (B) no such action shall result in any reduction to the Purchase Price, (C) no such actions shall be considered for purposes of determining whether a representation, warranty or covenant of Seller under this Agreement has been breached or whether a condition to the Closing has been satisfied and (D) any reasonable effort by Buyer to resist, reduce or negotiate the scope of any such action shall be deemed consistent with their obligations to use reasonable best efforts so long as such efforts do not delay the obtaining of the Competition Act Approval in a manner that could cause the Closing not to occur sufficiently in advance of the Outside Date so as to allow the Closing to occur before the Outside Date. (f) Buyer shall not, and shall not allow any of its Affiliates to, enter into any transaction for the acquisition, purchase, lease or license of any business, corporation, partnership, association or other business organization or division thereof that would reasonably be expected to: (i) increase the risk of not obtaining, any Governmental Approval or otherwise prevent, delay or impede the consummation of the transactions contemplated by this Agreement; (ii) materially increase the risk of any Governmental Authority entering a Governmental Order prohibiting the consummation of the transactions contemplated by this Agreement or by the Ancillary Agreements; (iii) materially increase the risk of not being able to remove any such Governmental Order on appeal or otherwise; or (iv) otherwise impair or delay the ability of Buyer to perform its material obligations under this Agreement or the Ancillary Agreements. (g) Notwithstanding anything in this Agreement to the contrary, all filing fees incurred in connection with the registrations, filings, submissions, applications, notices or report set forth in this Section 5.3 shall be borne by Buyer. Section 5.4 Third Party Consents; Shared Contracts. (a) Prior to the Closing, except as otherwise agreed by the parties, each party shall, and shall cause its Affiliates (including the Acquired Companies) to, cooperate with the other party and its Affiliates and use reasonable best efforts to make or obtain the Third Party Consents, including those listed on Section 5.4(a) of the Seller Disclosure Schedule, required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary

---

67 1012075734v13 Agreements, including, for certainty, the provision of services under the Transition Services Agreement (such Third Party Consents required for the provision of services under the Transition Services Agreement, the “TSA Consents”); provided that neither party shall be required (but each party may, in its discretion) to compromise any right, asset or benefit or expend any amount or incur any Liabilities, make any accommodations or provide any other consideration in order to obtain any such Third Party Consent (including any TSA Consent); provided, further, that in no event shall the obtaining of any Third Party Consent (including any TSA Consent) be a condition to the obligation of the parties hereto to consummate the transactions contemplated by this Agreement. Any costs and expenses payable to third parties in connection with the procurement of any such Third Party Consent (including any TSA Consent) shall be borne by Buyer. Seller shall notify Buyer as promptly as reasonably practicable after receiving confirmation from a third party that such third party will not grant or will materially condition a Third Party Consent (including any TSA Consent). Following the delivery of such a notice with respect to a TSA Consent, the parties shall use commercially reasonable efforts to identify a reasonable alternative arrangement for the provision of the affected services, which alternative arrangement shall be included in the Migration Plan; provided that neither party shall be required (but each party may, in its discretion) to compromise any right, asset or benefit or expend any amount or incur any Liabilities, make any accommodations or provide any other consideration in order to obtain any such TSA Consent; provided, further, that in no event shall the obtaining of any TSA Consent be a condition to the obligation of the parties hereto to consummate the transactions contemplated by this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Third Party Consents contemplated by Section 5.4(a) that is not a TSA Consent shall not have been obtained, replaced or removed, as applicable, prior to the Closing, for a period of nine (9) months after the Closing Date, the parties shall cooperate with each other and use their respective reasonable best efforts to obtain such Third Party Consents, in each case as promptly as reasonably practicable after the Closing; provided that neither party shall be required to (but each party may, in its discretion) compromise any right, asset or benefit or expend any amount or incur any Liabilities (other than reasonable costs), make any accommodations or provide any other consideration in order to obtain any such Third Party Consent. (c) Prior to the Closing, Seller shall use reasonable best efforts to (i) divide, modify, replicate and/or novate (in whole or in part) the respective rights and obligations under and in respect of the Shared Contracts set forth on Section 5.4(c) of the Seller Disclosure Schedule or as may otherwise be agreed to in writing by the parties in connection with the Migration Plan; provided that neither party shall be required (but each party may, in its discretion) to compromise any right, asset or benefit or expend any amount or incur any Liabilities, make any accommodations or provide any other consideration in order to divide, modify, replicate and, if possible, novate such Shared Contract; provided, further, that in no event shall the division, modification, replication or novation of any Shared Contract be a condition to the obligation of the parties hereto to consummate the transactions contemplated by this Agreement. Any costs and expenses payable to third parties in connection with the division, modification, replication or novation of any such Shared Contract shall be borne equally by Buyer and Seller.

---

68 1012075734v13 (d) If Seller is unable to enter into an arrangement to formally divide, modify, replicate and/or novate one or more Shared Contracts prior to the Closing as contemplated by Section 5.4(c), then (i) Buyer shall be entitled to the benefits of the rights and is responsible for the obligations related to that portion of such Shared Contract arising out of, or relating to, the conduct of the Business (the “Business Portion”) of any such Shared Contract accruing after the Closing to the extent (and only to the extent) that Seller (or its applicable Affiliate) may provide such benefits, in each case, (A) without violating the terms of such Shared Contract or any Law and (B) without incurring any material expense or otherwise taking any material actions or measures (including hiring additional employees) and (ii) Buyer shall perform, at its sole expense, the obligations of Seller (or its applicable Affiliate) to be performed after the Closing under the Business Portion of the Shared Contract in question; provided, however, that in no event shall Buyer be entitled to receive such benefits beyond the term of any Shared Contract and neither Seller nor any of its Affiliates shall have any obligation to renew or replace any Shared Contract upon the expiration or termination thereof. Section 5.5 Intercompany Obligations and Arrangements. (a) Except as set forth on Section 5.5(a) of the Seller Disclosure Schedule, Seller shall, and shall cause its Affiliates to, take such action, including making such payments as may be necessary so that, prior to or concurrently with the Closing, the Acquired Companies, on the one hand, and Seller and its Affiliates (other than the Acquired Companies), on the other hand, shall settle, discharge, offset, pay or repay in full all intercompany loans, notes and advances, regardless of their maturity, and all intercompany receivables and payables for the amount due, including any accrued and unpaid interest to but excluding the date of payment. (b) Seller shall, and shall cause its Affiliates to, take such actions as may be reasonably necessary to terminate or commute, prior to or concurrently with the Closing, all Intercompany Agreements, after giving effect to Section 5.5(a); provided, that this Section 5.5(b) shall not apply (i) to any Intercompany Agreement set forth in Section 5.5(a) of the Seller Disclosure Schedule, (ii) any Reinsurance Agreement by and between the Acquired Insurance Company and an Affiliate of Seller other than the Acquired Companies, (iii) to the extent otherwise contemplated by this Agreement or the Ancillary Agreements or (iv) to the extent otherwise agreed by Seller and Buyer in writing. (c) Except for any services provided pursuant to the Transition Services Agreement or the LPT Agreement, and those obligations pursuant to Section 5.4 and the Guaranty Letter Agreement, as of and following the Closing, Seller and its Affiliates shall have no further obligation to provide any ancillary or corporate shared services to the Acquired Companies. (d) Seller shall not, and shall cause its Affiliates not to, enter into the LPT Agreement or the Guaranty Letter Agreement prior to the Closing. Each of the LPT Agreement and the Guaranty Letter Agreement shall not be entered into unless such agreement is in the form attached hereto as Exhibit A or Exhibit C, respectively; provided that, for greater certainty, to the

---

69 1012075734v13 extent any modifications or changes to such forms are desired or required, such forms shall not be modified or changed without the prior written consent of Buyer. (e) From the date hereof until the Closing, the parties shall negotiate in good faith and finalize any Exhibits or Schedules to the LPT Agreement that have not been finalized as of the date hereof. The finalized Exhibits or Schedules to the LPT Agreement shall be considered attached to the applicable form of the LPT Agreement and shall be incorporated in the LPT Agreement attached hereto as Exhibit A. Section 5.6 Books and Records. (a) Prior to the Closing, Seller and Buyer shall cooperate in good faith to develop and implement a plan that will result in the delivery or transfer of the Business Books and Records (or in the case of the Commingled Books and Records, Buyer’s copies thereof created in accordance with the Migration Plan) that are not in the possession and control of the Acquired Companies on the Closing to Buyer or the Acquired Companies at Closing or as soon as reasonably practicable following the Closing pursuant to the Migration Plan, subject to applicable Law. Instead of transferring copies of Commingled Books and Records, Seller may make such Commingled Books and Records available to Buyer and the Acquired Companies in the manner agreed in the Migration Plan. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to retain the Commingled Books and Records, provided it is acknowledged that such retained Commingled Books and Records are being retained by Seller (“Retained Business Information”) due to the inability to separate them out and that Seller hereby agrees the Commingled Books and Records, to the extent relating to the Acquired Companies or the Business, shall not be used or disclosed for any purpose by Seller and its Affiliates following the Closing unless expressly permitted by Section 5.6(b). Without limiting the foregoing, Seller shall (i) maintain appropriate confidentiality and security measures with respect to the Retained Business Information that are no less protective than Seller’s measures with respect to its own confidential information of a similar nature, (ii) limit access to the Retained Business Information to those employees and Representatives of Seller and its Affiliates who have a need to know for the purposes expressly permitted under Section 5.6(b) and (iii) not use the Retained Business Information for any competitive purpose, including in connection with any Competing Business. Upon Buyer's reasonable request, Seller shall certify in writing its compliance with the foregoing obligations. Further, Buyer agrees that the Commingled Books and Records (or portion thereof) in its possession to the extent relating to the businesses of Seller or its Affiliates (other than the Business or the Acquired Companies) (the “Excluded Commingled Records”) shall not be used or disclosed for any purpose by Buyer and its Affiliates (including the Acquired Companies) following the Closing unless expressly permitted by this Agreement or the Ancillary Agreements. Without limiting the foregoing, Buyer shall (A) maintain appropriate confidentiality and security measures with respect to the Excluded Commingled Records that are no less protective than Buyer’s measures with respect to its own confidential information of a similar nature, (B) limit access to the Excluded Commingled Records to those employees and Representatives of Buyer and its Affiliates (including the Acquired Companies) who have a need to know for the purposes expressly permitted under this Agreement and the Ancillary Agreements), and (C) not use the

---

70 1012075734v13 Excluded Commingled Records for any competitive purpose. Upon Seller’s reasonable request, Buyer shall certify in writing its compliance with the foregoing obligations. (b) Except as otherwise required by applicable Law, Seller shall have the right to retain copies of all Business Books and Records (including, for the avoidance of doubt, Tax Returns and other information and documents relating to tax matters) relating to periods ending on or prior to the Closing Date (i) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or (ii) as may be necessary for Seller and/or its Affiliates to perform their respective obligations pursuant to this Agreement or the Ancillary Agreements. For the avoidance of doubt, Seller shall have the right to retain all Business Books and Records that have been, prior to the date of Closing, saved to a back-up file in accordance with ordinary electronic back-up practices, or legal or regulatory requirements provided that Seller shall maintain appropriate confidentiality and security measures with respect to such back-up files and shall not access such files except to the extent required by Law or for litigation purposes, and shall delete such back-up files in accordance with Seller's ordinary retention policies. Seller shall use any retained Business Books and Records solely for the purposes expressly permitted under this Section 5.6(b) and the terms of any Ancillary Agreement and shall not use such records for any competitive purpose. (c) For a period of three (3) years following the Closing, Buyer shall provide reasonable assistance to Seller or its Affiliates in connection with any reporting obligations of Seller pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Exchange Act”) or any of the rules or regulations promulgated thereunder and any other financial reporting obligations of Seller or its Affiliates, in each case, related to the Business or the Acquired Companies; provided that such assistance shall not unreasonably interfere with the operations of Buyer or the Acquired Companies and shall be provided during normal business hours upon reasonable advance notice. Such assistance shall be limited to (i) providing access to books, records, and financial information in Buyer's, its Affiliate’s or their respective Representative’s possession, (ii) making employees reasonably available for interviews or inquiries during normal business hours, and (iii) executing customary representation letters or consents reasonably required by Seller's auditors, in each case solely to the extent related to periods prior to the Closing. Seller shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer in providing such assistance. Section 5.7 Seller Names and Marks. (a) Other than the Trademarks forming a part of the Business Intellectual Property as set forth on Section 5.7(a) to the Seller Disclosure Schedule, Seller is not transferring ownership rights in or to, and Buyer is not purchasing, acquiring or otherwise obtaining any ownership rights in or to, any Trademark owned by Seller or its Affiliates, including the name “Everest” (or any variation thereof, comprised of or using any word confusingly similar thereto), any Trademark or Domain Name employing the word “Everest” (or any variation thereof or any word confusingly similar thereto) or any registrations, applications to register and the goodwill

---

71 1012075734v13 and reputation associated with or relating to any of the foregoing (collectively, the “Seller Names and Marks”). (b) Other than as expressly authorized in any Ancillary Agreement (and, in each case, subject to the terms and conditions of the relevant Ancillary Agreement), neither Seller nor its Affiliates is granting Buyer or its Affiliates (including, after the Closing, the Acquired Companies) a license or consent to use, and neither Buyer nor any of its Affiliates (including, after the Closing, the Acquired Companies) shall use, the Seller Names and Marks in any manner whatsoever, including in any (i) advertising or promotional materials or (ii) stationery, business cards, business forms or other similar items included in the Acquired Companies’ assets and properties that contain anywhere thereon any of the Seller Names and Marks; provided that the foregoing shall not be deemed to prohibit Buyer or any of its Affiliates, after the Closing, from making any factually accurate, descriptive, historical references to the Business formerly being owned and operated by Seller and its Affiliates (including the Acquired Companies). Other than as expressly authorized in this Section 5.7, Buyer hereby acknowledges and agrees that any rights of the Acquired Companies in or to the Seller Names and Marks pursuant to the terms of any contract, agreement, instrument or other legally binding and enforceable commitment in existence prior to the Closing Date shall automatically terminate on the Closing Date. (c) If Buyer or any Affiliate of Buyer (including, after the Closing, the Acquired Companies) violates any of its obligations under this Section 5.7 (or, in the case of the use thereunder of any of the Seller Names and Marks, any Ancillary Agreement), Seller and its Affiliates may proceed against Buyer or its Affiliates in law or in equity for such damages or other relief as a court may deem appropriate. Buyer acknowledges and agrees that: (i) a violation of this Section 5.7 (or, in the case of the use thereunder of any Seller Names and Marks, any Ancillary Agreement) may cause Seller and its Affiliates irreparable harm, which may not be adequately compensated for by monetary damages; and (ii) in the event of any such actual or threatened violation, Seller and any of its Affiliates shall be entitled, in addition to other remedies that they may have, to seek a temporary restraining order and to preliminary and final injunctive relief against Buyer or such Affiliate of Buyer to prevent any such actual or threatened violation without the necessity of posting a bond. (d) As soon as reasonably practicable after the Closing Date, but in no event later than ten (10) days after the Closing Date, Buyer and the Acquired Companies shall make any required filings or notices with any Governmental Authorities and take all other actions necessary such that each Acquired Company can effect a change in its legal name and business names, in all jurisdictions, to a name not containing, incorporating or similar to any of the Seller Names and Marks, except that Buyer may include an application to the Minister of Finance (Canada) to change the name of the Acquired Insurance Company together with the initial application for the Change of Control Approvals to be submitted pursuant to Section 5.3(c)(ii), but provided that, for greater certainty, the approval of any Governmental Authority to such change of name shall not be a condition to the Closing. Promptly following the Closing Date and receipt of the approvals or non- disapprovals required to effect this Section 5.7(d), Buyer shall cause each Acquired Company to

---

72 1012075734v13 effect a change in its legal name and business names to a name not containing, incorporating or similar to any of the Seller Names and Marks. (e) In order to facilitate Buyer’s ability to fulfill obligations to policyholders and comply with regulatory requirements, Seller hereby grants, or procures that the relevant Affiliate of Seller grants, to the Acquired Companies a non-exclusive, non-transferrable, non- assignable, royalty-free license to continue to use the Seller Names and Marks, (i) as a Trademark and/or (part of) a legal name or business name and/or (part of) a Domain Name, and (ii) for the operation of such Business, in the case of (i) and (ii), in the same manner and scope as used in the Business during the 12-month period immediately prior to the Closing Date. The license pursuant to this Section 5.7(e) will become effective at the Closing Date and will terminate: (i) with respect to all online usage (e.g., on any websites or other web presence or as (part of) a Domain Name) within two (2) months from the Closing Date; (ii) with respect to all usage in connection with and as agreed under the Transition Services Agreement, at the end of the relevant service term of the relevant service; (iii) with respect to all unused stationery, brochures, advertising materials, manuals and similar consumable items of the Acquired Companies that contain any non-removable Seller Names and Marks and are in the possession of the Acquired Companies, within three (3) months from the Closing Date; (iv) with respect to all usage in connection with the performance of the Administrative Services (as such term is defined in the LPT Agreement), upon termination of the LPT Agreement; and (v) with respect to all other usage, within six (6) months from the Closing Date, provided, however, that where the continued use of the Seller Names and Marks as a Trademark and/or (part of) a legal name or business name and/or (part of) a Domain Name is required to comply with mandatory regulatory requirements, the license will terminate at the earlier of (x) all such requirements being satisfied and (y) six (6) months from the Closing Date. (f) If Buyer, despite using its reasonable best efforts, is not able to achieve the full re-branding of the Acquired Companies within the timelines set out in Section 5.7(e) above due to mandatory regulatory requirements not being fulfilled by any third party in time (e.g., because a Governmental Authority takes longer than expected), Seller will not, or will procure that the relevant Affiliate of Seller will not, unreasonably withhold its consent to further extensions (but in any event not exceeding the period until any such requirements have been fulfilled).

---

73 1012075734v13 (g) Notwithstanding anything to the contrary herein, neither Buyer nor its Affiliates (including, after the Closing Date, the Acquired Companies) shall be in breach of this Section 5.7 or liable to Seller after the Closing Date, even after the periods of transition provided above have ended, by reason of: (i) any of the Acquired Companies’ use of or the appearance of the Seller Names and Marks in any Business Books and Records, archived materials or constating documents of the Acquired Companies or on any written or electronic data, documents, materials or assets, in each case, that are used for internal purposes only in connection with the Business of the Acquired Companies; (ii) the appearance of the Seller Names and Marks in or on any written or electronic data, documents or assets that were distributed prior to the Closing Date (and in the periods of transition provided above); or (iii) the use by Buyer, the Acquired Companies or their respective Affiliates (after the Closing Date) of a Seller Name and Mark for purposes of conveying to customers, counterparties or the general public that Buyer and the Acquired Companies are no longer affiliated with Seller, and/or to reference historical details concerning or make historical reference to the prior affiliation. Section 5.8 Insurance. (a) Effective at the time of the Closing, the Acquired Companies (and, to the extent applicable, the Business) shall cease to be insured by any insurance policies of Seller or any of its Affiliates (other than third-party liability and self insurance programs of the Acquired Companies). Prior to the Closing, Seller shall reasonably cooperate with Buyer, at Buyer’s sole expense, in connection with Buyer's efforts to place replacement insurance coverage for the Acquired Companies and the Business, including by (i) providing Buyer and its insurance brokers with such reasonable information regarding the Acquired Companies’ and the Business's existing insurance coverage as Buyer may reasonably request, (ii) facilitating introductions on Buyer's behalf and at Buyer’s expense, to the extent reasonably requested by Buyer, with Seller's existing insurers to negotiate extensions to Seller’s current claims-made policies for the applicable tail period (it being understood that Seller shall not be obligated to negotiate, procure or agree to any extensions or tail coverage under Seller’s existing policies), and (iii) otherwise reasonably cooperating with Buyer in connection with any renewal, replacement or extension of insurance coverage for the Acquired Companies and the Business; provided that Seller shall not be required to compromise any right, asset or benefit or expend any amount or incur any Liabilities, make any accommodations or provide any other consideration in order to obtain any such renewal, replacement or extension of insurance coverage; provided, further, that in no event shall the obtaining of any such renewal, replacement or extension of insurance coverage be a condition to the obligation of the parties hereto to consummate the transactions contemplated by this Agreement. (b) Notwithstanding the foregoing, following the Closing, Buyer and its Affiliates shall have the right, at their sole cost and expense, to make claims under any occurrence- based insurance policies maintained by Seller or its Affiliates (other than third-party liability and self insurance programs of the Acquired Companies) insuring the Acquired Companies that were in effect immediately prior to the Closing (the “Pre-Closing Policies”) solely with respect to occurrences relating to the Acquired Companies prior to the Closing; provided, however, that (i)

---

74 1012075734v13 Buyer shall be solely responsible for, and shall promptly reimburse Seller and its Affiliates for, any and all costs, expenses, deductibles, self-insured retentions, premium adjustments, retroactive premiums, increased premiums, reinstatement premiums, or other charges arising from or relating to any claim made by Buyer or its Affiliates (including the Acquired Companies) under any Pre- Closing Policy; (ii) Buyer shall not pursue any claim under a Pre-Closing Policy if doing so would reasonably be expected to materially erode or exhaust the available limits of such Pre-Closing Policy to the detriment of Seller or its Affiliates (excluding the Acquired Companies), unless Buyer first reimburses Seller for the full amount of such erosion or obtains Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that (A) Buyer’s access to Pre-Closing Policies shall not be unreasonably restricted based on speculative erosion concerns and (B) any assertion by Seller that a claim by Buyer would materially erode available limits shall be supported by reasonable evidence; (iii) Buyer shall not knowingly take any action that would reasonably be expected to impair, invalidate, or otherwise adversely affect the coverage available to Seller or its Affiliates (excluding the Acquired Companies) under any Pre-Closing Policy; (iv) Seller and its Affiliates shall have the right to participate in the defense, prosecution, and settlement of any claim made under a Pre-Closing Policy and, if the claim could reasonably be expected to affect Seller or its Affiliates or the availability of coverage under such policy, Seller shall have the right to control such claim, provided that Seller shall keep Buyer reasonably informed of the status of any such claim, consult with Buyer in good faith prior to any material decision regarding such claim, and not settle any such claim in a manner that would materially and adversely affect Buyer’s or the Acquired Companies’ rights under the applicable Pre-Closing Policy without Buyer's prior written consent (not to be unreasonably withheld, conditioned or delayed); (e) Seller and Buyer shall reasonably cooperate in connection with any claim made under a Pre-Closing Policy; provided that Buyer shall reimburse Seller for its reasonable out-of-pocket costs incurred in connection therewith; (v) none of Buyer or any of its Affiliates shall make any claims under any Pre-Closing Policy if and to the extent that such claims are covered by insurance policies of Buyer or its Affiliates, including, without limitation, the tail policy required to be obtained by Buyer under Section 5.9(b) and (vi) nothing in this Section 5.8 shall be deemed to assign any Pre-Closing Policy or create any rights in Buyer or its Affiliates (including the Acquired Companies) other than the limited right to access insurance proceeds as expressly set forth herein. (c) Upon Buyer’s reasonable request, Seller shall use commercially reasonable efforts to cause any insurance proceeds payable under a Pre-Closing Policy in respect of a claim made by Buyer in compliance with this Section 5.8 to either (i) be paid directly to Buyer or the applicable Acquired Company or (ii) pay Buyer for the amount of such insurance proceeds promptly following Seller’s receipt of such insurance proceeds. (d) Prior to the Closing, Seller shall not, and shall cause its Affiliates not to, cancel, materially amend or allow to lapse prior to their applicable expiry date the Pre-Closing Policies in a manner that would materially and adversely affect the coverage, if any, available to the Acquired Companies, in each case, without Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed) unless a replacement Pre-Closing Policy providing for substantially the same coverage has been procured. Notwithstanding the foregoing,

---

75 1012075734v13 Seller and its Affiliates may cancel, amend or allow to lapse any Pre-Closing Policies if the Acquired Companies are not disproportionally adversely affected as a result thereto when compared with Seller or its Affiliates. Nothing contained herein shall require Seller or any of its Affiliates to (1) extend the Pre-Closing Policies beyond their applicable expiry date, (2) obtain any coverage whatsoever for the Acquired Companies after the expiration of the Pre-Closing Policies in accordance with their terms as in effect at Closing (including if such policies are renewed or extended) or (3) obtain any coverage for the Acquired Companies that would not be available to them under the Pre-Closing Covenants for any reason, including without limitation, as a result of the consummation of the transactions contemplated hereunder. (e) The rights and obligations of the parties under this Section 5.8 shall survive the Closing until the later of (i) the expiration of the last to expire of the Pre-Closing Policies (including any extended reporting periods) and (ii) the final resolution of all claims made by Buyer or its Affiliates under any Pre-Closing Policy. Section 5.9 D&O Liabilities. (a) Other than in the event of the dissolution of the Acquired Services Company by Buyer and its Affiliates, from and after the Closing Date until the sixth (6th) anniversary of the Closing Date, Buyer shall, and shall cause its Affiliates to, maintain in full the indemnification obligations set forth in the applicable organizational documents of the Acquired Companies, as in effect immediately prior to the Closing with such changes as may be required under applicable Law, with respect to all past directors, officers and managers of the Acquired Companies as well as all directors, officers and managers of such Acquired Company as of the Closing Date, in each case, for acts or omissions occurring on or prior to the Closing Date in their capacities as such, and to indemnify and hold harmless such Persons in accordance therewith. Buyer, Seller and any Person entitled to indemnification under this Section 5.9(a) shall cooperate in the defense of any litigation under this Section 5.9(a) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (b) For the six (6) year period commencing immediately after the Closing, Buyer shall cause the Acquired Companies to maintain in effect a “tail” policy providing directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Closing with respect to those Persons who are currently (and any additional Persons who at or prior to the Closing become) covered by the Acquired Companies’ directors’ and officers’ liability insurance policies on terms with respect to such coverage, and in amount, not less favorable to such individuals than those of such policies in effect on the date of this Agreement and with reputable insurers with a financial rating no lower than the rating of the insurers providing such policies in effect on the date of this Agreement (or the Acquired Companies may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Closing; provided that any substitution or replacement of existing policies shall not result in any gaps or lapses of coverage with respect to facts, events, acts or omissions occurring at or prior

---

76 1012075734v13 to the Closing and shall be on terms, and in an amount, not less favorable to such individuals than those of such policies in effect on the date of this Agreement and with reputable insurers with a financial rating no lower than the rating of the insurers providing such policies in effect on the date of this Agreement) and provided that the cost of such “tail” policy shall not exceed two hundred percent (200%) of the cost of the director and officer policy currently in place for the Acquired Companies. (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, past directors, officers and managers of such Acquired Company as well as all directors, officers and managers of such Acquired Company as of the Closing Date, his or her heirs and his or her representatives and, in addition to, and not in substitution for, shall not impair any other rights to indemnification or contribution that any such Person may have by contract, under the applicable organizational documents of either Acquired Company, under applicable Law or otherwise. Section 5.10 Employee Non-Solicit; Non-Compete. (a) Employee Non-Solicit. (i) Notwithstanding anything to the contrary in the Confidentiality Agreement, upon consummation of the Closing, all obligations in Section 9 thereof shall terminate. (ii) For a period of three (3) years from the Closing Date, Seller shall not, and shall cause its Affiliates not to, without the prior written consent of Buyer, directly or indirectly, either individually or in partnership or jointly or in conjunction with each other or any other Person, on their own behalf or on behalf of any Person, (A) solicit or attempt to solicit the services of, or hire as employee, consultant, principal, agent, director, officer, joint venturer, partner, member or contractor, any Acquired Company Employee whose employment has been transferred to Buyer or its Affiliates (including, after Closing, the Acquired Companies), in accordance with the terms hereof, or (B) knowingly induce or otherwise encourage any Acquired Company Employee whose employment has been transferred to Buyer or its Affiliates (including, after Closing, the Acquired Companies), in accordance with the terms hereof, to leave their position or employment or terminate their contractual arrangement (as applicable); provided, however, that Seller and its Affiliates may solicit the services of, employ or hire as employee, consultant or otherwise any such Person who (I) is terminated or otherwise discharged by Buyer or any of its Affiliates (including the Acquired Companies); (II) has not been employed by Buyer or any of its Affiliates (including the Acquired Insurance Companies) for at least twelve (12) months prior to such solicitation or hiring so long as Seller and its Affiliates did not, directly or indirectly, solicit or knowingly encourage the cessation of such Person’s employment, (III) contacts Seller or any of its Affiliates on his or her own initiative

---

77 1012075734v13 without any prior direct or indirect solicitation by Seller or its Affiliates, as demonstrated by written records or (IV) is solicited or hired as a result of a general solicitation to the public or general advertising that is not specifically targeted at such Persons; provided, further that such employment discussions were not in violation of any other agreement by and between Seller or its Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand. (iii) For a period of three (3) years from the Closing Date, Buyer shall not, and shall cause its Affiliates not to, without the prior written consent of Seller, directly or indirectly, either individually or in partnership or jointly or in conjunction with each other or any other Person, on their own behalf or on behalf of any Person, (A) solicit or attempt to solicit the services of, or hire as employee, consultant, principal, agent, director, officer, joint venturer, partner, member or contractor, any Person who provides transition services pursuant to the Transition Services Agreement or (B) knowingly induce or otherwise encourage any Person who provides transition services pursuant to the Transition Services Agreement to leave their position or employment or terminate their contractual arrangement (as applicable); provided, however, that Buyer and its Affiliates may solicit the services of, employ or hire as employee, consultant or otherwise any such Person who (A) is terminated or otherwise discharged by Seller or any of its Affiliates; (B) contacts Buyer or any of its Affiliates on his or her own initiative without any prior direct or indirect solicitation by Buyer or its Affiliates, as demonstrated by written records; (C) has not been employed by Buyer or any of its Affiliates (including the Acquired Insurance Companies) for at least twelve (12) months prior to such solicitation or hiring so long as Seller and its Affiliates did not, directly or indirectly, solicit or knowingly encourage the cessation of such Person’s employment; (D) is solicited or hired as a result of a general solicitation to the public or general advertising that is not specifically targeted at such Persons or (E) has been engaged in documented, ongoing employment discussions with Buyer or its Affiliates prior to the Closing Date; provided that such employment discussions were not in violation of any other agreement by and between Seller or its Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand. (b) Non-Compete. Seller agrees, on behalf of itself and its Affiliates, that during the period following the Closing Date until the three (3)-year anniversary of the Closing Date, it shall not, and shall cause its Affiliates not to, either individually or in partnership or jointly or in conjunction with each other or any other Person, on their own behalf or on behalf of any other Person, advise, manage, carry on, establish, acquire Control of, be engaged in (whether directly, or indirectly through any joint venture, partnership, consortium or similar arrangement), invest in, have an equity interest in (including by way of royalty or other compensation arrangements), lend money to or guarantee the debts or obligations of, or permit any of Seller or its Affiliates’ names or any part thereof to be used or employed in connection with any Person that engages directly or indirectly in any Competing Business; provided, however, that, notwithstanding anything in this Agreement to the contrary,

---

78 1012075734v13 (i) Seller and its Affiliates shall not be restricted, limited or prohibited in any respect from: (A) carrying out any obligations or exercising its or their respective rights under this Agreement or the Ancillary Agreements; (B) carrying on the operations of the Lloyd’s Syndicate Business in Canada in a manner that is substantially consistent with such operations as conducted any time during the twelve (12) month period prior to the Closing; (C) providing trade credit, political risk, surety and transactional insurance to any Person through the Everest Specialty Underwriters unit; (D) renew the existing London Aviation Accounts set forth on Schedule 5.10(b)(i) (the “Scheduled London Aviation Accounts”); (E) providing reinsurance to any Person, including, but not limited to, on a facultative or treaty basis, other than on Fronting Arrangements not otherwise excluded under clause (F) below; (F) reinsuring any business pursuant to Fronting Arrangements in effect as of the Closing Date; (G) participation in Portfolio Solutions programs; (H) acquiring, owning or holding any debt securities or other debt instruments of any Person engaged, directly or indirectly, in any Competing Business, or any other securities of any such Person, if such securities are acquired, owned or held (A) in a fiduciary, agency, nominee, custodial or similar capacity; (B) in connection with any hedging or similar product or transaction; (C) in connection with any asset management, private banking, merchant banking, private equity or securities trading, underwriting or brokerage activities or services or (D) as passive investments in the general account or separate account of an insurance company, provided, that, (1) the holder does not seek or obtain any board representation, board observer rights, or other governance or control rights with respect to such Person, (2) such investments are made and held solely for investment purposes in the ordinary course of such investor’s investment activities, and not for the purpose of engaging in or facilitating a Competing Business, and (3) the holder does not participate in the management or day-to-day operations of such Person; (I) owning not more than nine point nine percent (9.9%) of the outstanding voting securities or similar equity interests of a Person that, directly or indirectly, engages in a Competing Business; provided that the ownership of such equity interests does not give Seller or its Affiliates the right to designate a majority,

---

79 1012075734v13 or such higher amount constituting a Controlling number, of the members of the board of directors (or similar governing body) of such Person; (J) performing any services for Seller and/or its Affiliates (K) selling any of its or their assets or businesses (other than the Business) to a Person engaged in lines that compete with the Business; (L) purchasing or otherwise obtaining any products or services in the ordinary course of business from a Person engaged in a Competing Business; (M) foreclosing on (or effecting any transaction in lieu of foreclosure that has substantially the same effect, such as a debt for equity swap or deed or transfer in lieu of foreclosure) any collateral securing any bona fide financing or other transaction with a Person in which all or any portion of the collateral represents the equity interests or assets of any Person that operates a Competing Business, or exercising or otherwise asserting, preserving or enforcing, whether or not in a court-supervised proceeding, any rights and remedies under any Contracts or applicable Law in connection with any debt, equity or other interest in which such rights or remedies involve a Competing Business and thereafter operating or exercising rights with respect to such Competing Business; (N) managing, Controlling, sponsoring or investing in investment funds or other investment vehicles that make investments in Persons engaging in a Competing Business, so long as such investments are in the ordinary course of business and passive in nature; or (O) managing, investing and reinsuring the Subject Liabilities (as defined in the LPT Agreement) as contemplated by the LPT Agreement; (ii) in the event that Seller or its Affiliates acquire any business or assets (whether by way of asset acquisition, stock purchase, merger, business combination, reinsurance tender offer or otherwise) (an “Acquired Business”) following the Closing and conducting such Acquired Business would otherwise violate this Section 5.10, nothing in this Agreement shall restrict in any manner, the conduct, use, retention or disposition of such Acquired Business, so long as, (A) at the time of acquisition of such Acquired Business, less than ten percent (10%) of the gross revenues of such Acquired Business (calculated with reference to the most recently completed fiscal year of the Acquired Business) constitute Competing Business, provided that Seller shall promptly notify Buyer in writing of any such acquisition or (B) at the time of acquisition of such Acquired Business, ten percent (10%) or more but less than twenty five percent (25%) of the gross revenues of such Acquired Business (calculated with reference to the most recently completed fiscal year of the Acquired Business) constitutes Competing Business, provided that (I) Seller shall promptly following the closing of such acquisition notify Buyer in writing of such acquisition including reasonable details regarding the Competing Business

---

80 1012075734v13 portion thereof, (II) Seller or its Affiliates use commercially reasonable efforts to divest such Competing Business as promptly as practicable, (III) Seller or its Affiliates shall enter into definitive agreements to divest such Competing Business within six (6) months of the closing of the acquisition of such Acquired Business, (IV) use commercially reasonable efforts and act in good faith to complete such divestiture or put such Competing Business in runoff within six (6) months of the acquisition of such Acquired Business and (V) pending such divestiture or runoff, Seller shall, and shall cause its Affiliates to, operate such Competing Business on a standalone basis and shall not use any confidential information of Buyer or the Acquired Companies in connection with such Competing Business; or (iii) in the event Seller or any of its Affiliates is acquired by any arms- length third-party, the restrictions in this Section 5.10(b) shall not apply to such arms- length third-party or any of its Affiliates solely with respect to the conduct of any Competing Business in which such arms-length third-party or such Affiliates (as applicable) were engaged prior to such acquisition provided that (i) Seller shall provide Buyer with written notice of any such acquisition promptly following the closing thereof and (ii) neither such arms length third-party nor any of its Affiliates shall use any confidential information of Buyer or the Acquired Companies (including any Business Books and Records retained by Seller pursuant to Section 5.6) in connection with such Competing Business. For the avoidance of doubt, this exception shall not permit the solicitation of any customers, policyholders, brokers, agents, or distribution partners of the Business using confidential information of Buyer or the Acquired Companies (including Business Books and Records retained by Seller pursuant to Section 5.6); (c) Seller acknowledges and agrees that a breach or threatened breach of Section 5.10 would give rise to irreparable harm to Buyer and its Affiliates, for which monetary damages would not be an adequate remedy, and hereby agrees that, in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an interim or permanent injunction, specific performance and any other relief that may be available from a court of competent equitable jurisdiction (without any requirement to post bond or other security). Seller acknowledges that the restrictions contained in Section 5.10 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. The covenants contained in Section 5.10 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. Seller hereby acknowledges and agrees that, in the event a court of competent jurisdiction declares that there has been a breach by any party of Section 5.10, the term of any such covenant so breached shall be automatically extended for the period of time of the violation from the date on which such breach begins to the later of the date on which such

---

81 1012075734v13 breach ceases or the date of the entry by court of competent jurisdiction of a final, non-appealable order, if any. Seller hereby acknowledges and agrees that, in the event a court of competent jurisdiction declares that there has been a breach by any party of Section 5.10, the term of any such covenant so breached shall be automatically extended for the period of time of violation from the date on which such breach begins to the later of the date on which such breach ceases or the date of the entry by a court of competent jurisdiction of a final, non-appealable order, if any. (d) For the avoidance of doubt, the exception set forth in Section 5.10(b)(ii) shall not apply if, at the time of acquisition of such Acquired Business, twenty-five percent (25%) or more of the gross revenues of such Acquired Business constitutes Competing Business. (e) The parties intend that the conditions set forth in subsection 56.4(7) of the Income Tax Act (Canada) have been met such that subsection 56.4(5) of the Income Tax Act (Canada) applies to any restrictive covenants (as defined in subsection 56.4(1) of the Income Tax Act (Canada)) granted by Seller hereunder (the “Restrictive Covenants”). For greater certainty, the parties agree and acknowledge that: (i) no proceeds shall be received or receivable by Seller or any other Person for granting the Restrictive Covenants and (ii) the Restrictive Covenants are integral to this Agreement and have been granted to maintain or preserve the fair market value of the Shares. Section 5.11 Confidentiality; Disclosed Personal Information. (a) The terms of the confidentiality agreement, dated November 26, 2025 (the “Confidentiality Agreement”), between Everest Group, Ltd. and Buyer shall be terminated upon the consummation of the Closing with the parties thereto providing evidence of termination as reasonably required for Closing; provided that Seller’s and its Affiliates’ remedies with respect to breaches of such Confidentiality Agreement that occurred prior to the date hereof shall survive. For certainty, if the Closing is never consummated, the Confidentiality Agreement shall remain in effect in accordance with its terms. (b) From and after the date hereof, except as otherwise expressly contemplated herein or in the Ancillary Agreements, each party shall, and shall cause their respective Affiliates and Representatives to, maintain in confidence the terms of this Agreement and the Ancillary Agreements, any written, oral or other information relating to the negotiation of this Agreement and the Ancillary Agreements and: (i) in the case of Buyer, all proprietary or confidential information related to or obtained from Seller or its Affiliates or Representatives, other than, in such case, information to the extent relating to the Acquired Companies or the Business; and (ii) in the case of Seller, all proprietary or confidential information related to or obtained from Buyer or its Affiliates or Representatives and all information concerning the Acquired Companies and the Business.

---

82 1012075734v13 For certainty, each party shall be permitted to disclose such information received by a disclosing party to its Representatives who are bound by a duty of confidentiality consistent with the obligations of the parties hereunder. (c) The requirements of Section 5.11(b) shall not apply to the extent that (i) any such information is or becomes generally available to the public (A) in the case of Buyer, as a result of disclosure by Seller, its Affiliates or any of its Representatives under this Agreement or any Ancillary Agreement and (B) in the case of Seller, as a result of disclosure by Buyer, the Acquired Companies (after the Closing Date) or any of their respective Affiliates or Representatives under this Agreement or any Ancillary Agreement; (ii) any such information is required or requested by applicable Law, Governmental Order or a Governmental Authority to be disclosed after prior notice has been given to the other party (to the extent such prior notice is permitted to be given under applicable Law); provided that the disclosing party shall disclose only that portion of such information which the disclosing party has been advised by its counsel is permitted to be disclosed, and upon request by the other party, the disclosing party shall cooperate with such other party in seeking an appropriate order or other remedy protecting such information from disclosure; (iii) any such information was or becomes available to such party on a non- confidential basis and from a source (other than a party to this Agreement or any Affiliate or Representative of such party) that is not known to be bound by a confidentiality agreement with respect to such information; (iv) that was received by a party or any Affiliate or Representative thereof prior to the date of the Confidentiality Agreement, without an obligation to maintain its confidentiality, for purposes other than the evaluation of the transactions contemplated by this Agreement. Each party shall instruct its Affiliates and Representatives having access to such information of such confidentiality obligations; or (v) was independently developed by the receiving party or any of its Representatives or Affiliates without violating any obligations under this Agreement and without the use of, reference to, or reliance upon any other confidential information of the disclosing party or any derivative thereof. (d) The parties confirm that the Personal Information disclosed to Buyer in connection with this Agreement (the “Disclosed Personal Information”) is necessary for the purposes of determining if Buyer shall proceed with the transactions contemplated by this Agreement and the Ancillary Agreements, or to complete such transactions. Prior to the Closing, Buyer shall not use or disclose the Disclosed Personal Information for any purposes other than those related to determining if it shall proceed with the transactions contemplated by this Agreement and the Ancillary Agreements, the performance of this Agreement, or the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The parties shall protect the confidentiality of all Disclosed Personal Information in a manner consistent with security safeguards appropriate to the sensitivity of the information and no less protective than the requirements of this Section 5.11. Following the consummation of the transactions contemplated by this Agreement, (a) Buyer shall not use or disclose the Disclosed Personal Information for any purposes other than those purposes for which the information was initially collected or for which additional consent was or is obtained, or as otherwise permitted or required by applicable Laws; (b) Buyer shall protect the confidentiality of all Disclosed Personal Information in a manner consistent with security safeguards appropriate to the sensitivity of the

---

83 1012075734v13 information; (c) to the extent required by applicable Laws, Buyer shall give effect to any withdrawal of consent with respect to the Disclosed Personal Information and (d) to the extent required by applicable Laws, notify any of the individuals to whom the Disclosed Personal Information pertains of the completion of the transactions contemplated by this Agreement and the Ancillary Agreements as well as the transfer of their Personal Information as a result thereof. Section 5.12 No Provision of Services and Systems. Except in respect of the services provided by Seller and its Affiliates pursuant to the Transition Services Agreement or any other Ancillary Agreement and those obligations pursuant to this Agreement (including Section 5.4 and Section 5.7), Buyer shall be solely responsible for obtaining, at Buyer’s sole cost and expense, any licenses, services and systems required to perform Buyer and any Buyer Party’s or, following the Closing, the Acquired Companies’ obligations in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. None of Seller or its Affiliates (other than the Acquired Companies) is transferring any assets, employees, Contracts, or licenses of any kind hereunder other than the services to be provided under the Transition Services Agreement or any other Ancillary Agreement and those obligations pursuant to this Agreement. Section 5.13 Further Action. (a) Seller and Buyer (i) shall execute and deliver, or shall cause to be executed and delivered, such agreements and other documents and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out the provisions of this Agreement and the Ancillary Agreements and to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) shall refrain from taking any actions that could reasonably be expected to materially impair, delay or impede the Closing; (iii) without limiting the foregoing, shall use their respective reasonable best efforts to cause all the conditions to the obligations of the other party to consummate the transactions contemplated by this Agreement to be met as soon as reasonably practicable and (iv) shall cooperate in good faith to facilitate an orderly Closing hereunder and transition of the Acquired Companies to Buyer and its Affiliates. (b) Each of Seller and Buyer shall keep each other reasonably apprised of the status of the matters relating to the completion of the transactions contemplated hereby, including with respect to the satisfaction of the conditions set forth in Article VIII. From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all reasonable further conveyances, notices, assumptions, releases and acquittances and such instruments, and shall take such reasonable actions as may be necessary or appropriate to make effective the transactions contemplated hereby as may be reasonably requested by the other party. Section 5.14 Exclusivity. From the date hereof through the Closing, Seller shall not, and shall cause its Affiliates (including the Acquired Companies) and Representatives not to, directly or indirectly, and other than with respect to Buyer or any of its Affiliates: (i) solicit, initiate, facilitate or encourage any inquiries or proposals for, or enter into or participate in any discussions with respect to any Alternative Transaction Proposal or which could reasonably lead to an Alternative Transaction Proposal, (ii) furnish or cause to be furnished to any person (other than

---

84 1012075734v13 Buyer, its Affiliates or Representatives) any non-public information concerning the transactions contemplated by this Agreement, other than as required by applicable Law, (iii) furnish or cause to be furnished any non-public information relating to the Acquired Companies or the Business to any Person or group of Persons for the purpose of assisting with or facilitating an Alternative Transaction Proposal, other than Buyer, its Affiliates or Representatives (and for the avoidance of doubt, Seller, its Affiliates and their respective Representatives), and other than as required by applicable Laws and (iv) enter into any agreement, arrangement or understanding to effect an Alternative Transaction Proposal. For the avoidance of doubt, Sellers and their Affiliates shall not be precluded from entertaining, soliciting, discussing negotiating, consummating or entering into any agreement, arrangement or letter of intent with respect to any other Seller-owned or affiliated entity (other than the Acquired Companies) or with respect to the further reinsurance or retrocession of the insurance business of the Acquired Insurance Company written prior to the Closing Date. Section 5.15 Representation and Warranty Insurance Policy. If Buyer or any of its Affiliates purchases any representation and warranty insurance policy in connection with this Agreement (a “Representation and Warranty Insurance Policy”) Buyer agrees that such Representation and Warranty Insurance Policy shall expressly provide that (a) other than with respect to Fraud by Seller or any of its Affiliates, the insurer thereunder shall have no subrogation rights to pursue any claim against Seller or any of its Affiliates, (b) such Representation and Warranty Insurance Policy shall not provide for any “seller retention” (as such phrase is commonly used in the representations and warranty policy industry), (c) Buyer or any of its Affiliates and the insurer shall have no obligation or right to pursue any claim against Seller in connection with any damage, loss, liability or expense, except for Fraud by Seller or any of its Affiliates, (d) such Representation and Warranty Insurance Policy shall not permit any amendment thereto or modification thereof with respect to the foregoing limitations in a manner that is adverse to Seller without the prior written consent of Seller, and (e) Seller and its Affiliates shall be express third party beneficiaries of the provisions and limitations described above. Reasonably promptly after it is received by Buyer or any of its Affiliates, Buyer shall deliver a copy of any such issued Representations and Warranty Insurance Policy to Seller. Seller shall, and shall cause its Affiliates to, cooperate with all reasonable requests of Buyer in order for Buyer to obtain such Representation and Warranty Insurance Policy. All premiums, underwriting fees, brokers’ commissions and other costs and expenses related to such Representation and Warranty Insurance Policy shall be borne by Buyer or its Affiliates. Section 5.16 Transition Services Agreement and Coordination. (a) From the date hereof until the Closing, the parties shall negotiate in good faith and finalize any Exhibits or Schedules to the Transition Services Agreement that have not been finalized as of the date hereof. The finalized Exhibits or Schedules to the Transition Services Agreement shall be considered attached to the applicable form of the Transition Services Agreement and shall be incorporated in the Transition Services Agreement attached hereto as Exhibit B.

---

85 1012075734v13 (b) Within twenty (20) Business Days after the date hereof, Seller and Buyer shall establish a steering committee (the “Transition Steering Committee”), which shall be responsible for (i) planning and preparing for the commencement of the Transition Services Agreement, including any reasonable steps that need to be undertaken prior to Closing, (ii) developing and approving a migration plan (the “Migration Plan”) in respect of the services provided under the Transition Services Agreement including the migration support and assistance to be provided (including with respect to data migration) in accordance with the Transition Services Agreement, (iii) planning for the separation and integration of the Business following the Closing and (iv) prior to the Closing, working in good faith to agree on schedules describing the services to be provided under the Transition Services Agreement. (c) The Migration Plan shall be mutually agreed and, among other things, include the following: (i) all activities that need to be undertaken prior to Closing by Seller to allow for the separation of the Business and the commencement of services under the Transition Services Agreement; (ii) the phases of migration of the services provided under the Transition Services Agreement from Seller, its Affiliates (other than the Acquired Companies) and its and their respective third-party service providers to Buyer, its Affiliates (including the Acquired Companies) or its or their third-party service providers; (iii) milestones and timelines; (iv) plans to address contingencies (including any alternative arrangements agreed pursuant to Section 5.3(a) in respect of any TSA Consents that not obtained) and (v) the transfer of the Business Books and Records and the Commingled Books and Records; provided, that the parties recognize that with respect to any Commingled Books and Records, separate instances of such Commingled Books and Records may be created pursuant to the Migration Plan or the Transition Services Agreement, with Buyer being the owner of one instance of the separated Commingled Books and Records and Seller and its Affiliates being the owners a second instance of the separated Commingled Books and Records; provided, that, if such separation is not practicable, the parties shall negotiate to ensure both Buyer and Seller have access to such Commingled Books and Records. The Migration Plan shall not include the upgrade, acquisition or supply of any hardware, software, license or ongoing operational support service for the operating environment(s). Buyer and Seller shall develop and approve the Migration Plan and implement any pre-Closing activities contemplated by the Migration Plan prior to Closing. Seller and Buyer agree to (or cause their respective Affiliates to) implement and adhere to and perform their respective responsibilities and obligations to the extent agreed in the Migration Plan. Changes to the Migration Plan shall be managed by the Transition Steering Committee and subject to the approval of both Seller and Buyer. (d) Buyer and Seller shall each appoint three (3) persons to the Transition Steering Committee. Each of Seller and Buyer may replace its or their members of the Transition Steering Committee with individuals of comparable qualifications and experience at any time by providing notice to the other party. The Transition Steering Committee shall meet virtually as reasonably necessary. (e) Within twenty (20) Business Days after the date hereof, Seller, on the one hand, and Buyer, on the other hand, each shall appoint one (1) representative (each, a “Transition Service Coordinator”) to act as the primary contact person with respect to all aspects of the

---

86 1012075734v13 Transition Services Agreement. Unless otherwise agreed upon by Seller and Buyer, all communications relating to the Transition Services Agreement shall be directed to the Transition Service Coordinators. Each of Seller and Buyer may replace its or their Transition Service Coordinator with an individual of comparable qualifications and experience at any time by providing written notice to the other party. The Transition Service Coordinators shall meet in virtually as reasonably necessary. (f) Within twenty (20) Business Days after the date hereof, Seller, on the one hand, and Buyer, on the other hand, each shall appoint one (1) representative (each, a “Migration Coordinator”) to act as the primary contact person with respect to all aspects of the migration and to manage the migration in accordance with the Migration Plan. Each of Seller and Buyer may replace its or their Migration Coordinator with an individual of comparable qualifications and experience at any time by providing notice to the other. The Migration Coordinators shall meet virtually as reasonably necessary. (g) Subject to the terms of the Transition Services Agreement, Buyer shall bear incremental costs and out-of-pocket expenses incurred by Seller and its Affiliates (including the Acquired Companies) in connection with the migration, integration, separation or other services contemplated by this Section 5.16. Upon demand by Seller or its Affiliates, as applicable, Buyer shall, or shall cause its Affiliates to, promptly reimburse (x) the Acquired Companies for the actual costs and expenses incurred by such Acquired Company in connection with the migration, integration and separation contemplated by this Section 5.16 if the Closing fails to occur for any reason other than a termination of this Agreement by Buyer pursuant to Section 9.1(b) and (y) Seller and its Affiliates (other than the Acquired Companies) for the actual costs and expenses incurred by Seller or its Affiliates in connection with the migration, integration and separation contemplated by this Section 5.16 (A) if the Closing occurs or (B) if the Closing fails to occur for any reason other than a termination of this Agreement by Buyer pursuant to Section 9.1(b). Section 5.17 Lease Assignment or Alternative Arrangements. From the date hereof until the Closing, the parties shall use their respective reasonable best efforts to (a) discuss and agree upon whether to assign the Ontario Lease (subject to obtaining the consent of the landlord counterparty to the Ontario Lease (and such consent shall be considered a Third Party Consent hereunder)), to the Acquired Insurance Company effective as of Closing and sub-leasing space back to Seller and its Affiliates or (b) agree on such other arrangement with respect to Buyer’s plans for providing office space to the Acquired Companies’ employees following Closing. Section 5.18 Seller Confidentiality Agreements. Within ten (10) Business Days following the date of this Agreement, Seller shall request that each Person who executed a confidentiality agreement with Seller or any of its Affiliates relating to the potential sale of the Business or any portion thereof, other than the Confidentiality Agreement (each, a “Seller Confidentiality Agreement”) return or destroy all confidential information furnished to such Person by or on behalf of Seller or any of its Affiliates in connection therewith. Seller shall, upon Buyer's written request, provide Buyer with written confirmation of each such Person's compliance with such return or destruction request, or evidence of Seller's efforts to enforce

---

87 1012075734v13 compliance. At the Closing, Seller shall, or shall cause its applicable Affiliates to, assign to Buyer all of their respective rights under each Seller Confidentiality Agreement, to the extent such rights relate to the Business and are assignable to Buyer pursuant to their terms. Following the Closing, to the extent such rights are not assignable to Buyer, Seller shall promptly notify Buyer in writing in the event that it becomes aware of a breach or threatened breach of any Seller Confidentiality Agreement and, if directed by Buyer, shall enforce its rights under such Seller Confidentiality Agreement for Buyer’s benefit, at Buyer’s sole expense. Seller shall not settle, compromise, or release any claim under a Seller Confidentiality Agreement without Buyer's prior written consent (not to be unreasonably withheld, conditioned, or delayed). Seller’s obligations under this Section 5.18 shall survive the Closing and continue until the expiration of all confidentiality and non-use obligations under each Seller Confidentiality Agreement. Section 5.19 Delivery of Financial Statements. From the date of this Agreement until the Closing, Seller shall deliver, or cause to be delivered, to Buyer, as promptly as practicable following the preparation thereof , copies of any financial statements of or relating to the Acquired Companies prepared in the Ordinary Course, together with any exhibits, schedules, notes or other supporting documentation prepared in connection therewith. For the avoidance of doubt, nothing in this Section 5.19 shall require Seller or any of its Affiliates to prepare any financial statements that would not otherwise be prepared in the Ordinary Course. Section 5.20 Acquired Services Company. From the date hereof until the Closing, Buyer and Seller shall cooperate in good faith and use commercially reasonable efforts to cause the Acquired Services Company to be wound up and dissolved in accordance with applicable Laws and to cause the Acquired Services Company to be struck from the applicable corporate registry prior to the Closing Date. Without limiting the generality of the foregoing, such commercially reasonable efforts of Seller shall include, to the extent necessary to accomplish such dissolution: (a) causing the board of directors of the Acquired Services Company to authorize its dissolution; (b) causing the Acquired Company to satisfy, discharge or make adequate provision for the liabilities of the Acquired Services Company (but solely out of the Acquired Services Company’s own funds) (c) distributing any remaining assets of the Acquired Services Company to the Acquired Insurance Company; (d) filing all documents required to effect the dissolution with the applicable Governmental Authorities; (e) obtaining all required governmental and third party consents and (f) making all required tax filings and obtaining any necessary tax clearance certificates. Seller shall keep Buyer reasonably informed of the status of the dissolution of the Acquired Services Company and shall promptly notify Buyer upon completion; provided, that, that in no event shall the dissolution of the Acquired Services Company be a condition to the obligation of the parties hereto to consummate the transactions contemplated by this Agreement. If the dissolution of the Acquired Services Company is not completed prior to the Closing Date, such failure shall not constitute a breach of this Agreement or any covenant hereunder provided that Buyer and Seller have complied with their commercially reasonable efforts obligations hereunder. Any reasonable costs and expenses incurred directly in connection with the dissolution of the Acquired Services Company shall be borne by Buyer and none of Seller or any of its Affiliates shall be required to (i) contribute any funds or capital to any Acquired Company, (ii) commence or participate in any litigation or (iii) take any action that would be inconsistent with applicable Law, in each case, in order to comply with its obligations under this Section 5.20.

---

88 1012075734v13 ARTICLE VI EMPLOYEE MATTERS Section 6.1 Employee Matters. (a) Transfers of Employment; Updated Employee List. Prior to the Closing, Seller and its Affiliates shall cause each Retained Employee to cease to be employed by an Acquired Company and become employed by Seller or an Affiliate of Seller other than an Acquired Company. At least twenty (20) Business Days prior to the Closing, Seller shall provide Buyer an updated true, correct and complete list which contains each of the requirements of Section 3.14(a) in respect of the Acquired Company Employees who will be employed by the Acquired Companies and assumed by Buyer on Closing (the “Updated Employee List”; each such employee, a “Continuing Employee”). (b) Compensation and Benefits. (i) Continuation Period. For a period of at least one (1) year following the Closing Date, as applicable, or any longer period as required under applicable Law (the “Continuation Period”), Buyer shall, or shall cause its Affiliates to, provide each Continuing Employee who remains in the employment of Buyer or any of its Affiliates during such period with the following elements of compensation: (A) base salary, wages or commission opportunities; (B) subject to Section 6.1(e) short-term incentive opportunities; (C) employee benefits (excluding transaction or retention bonuses or other non-recurring payments and severance); and (D) subject to Section 6.1(c), long-term incentive opportunities; provided that during the Continuation Period, the elements in clauses (A), (B) and (C) above will be provided in an amount or on terms no less favorable than those provided to each such Continuing Employee by Seller or its Affiliates, as applicable, immediately prior to the Closing Date as shown on the Updated Employee List, and the elements in clause (D) above will be provided on substantially equivalent economic terms to those provided to each such Continuing Employee by Seller or its Affiliates, as applicable, immediately prior to the Closing Date as shown on the Updated Employee List. The parties acknowledge that the long-term incentive opportunities provided by Buyer or its Affiliates will be cash settled, not stock settled. (ii) Severance. Buyer shall (or cause its Affiliates to) provide to any Continuing Employee whose employment is terminated by Buyer or any of its Affiliates during the Continuation Period, severance benefits pursuant to the severance benefit plan, program or policy maintained for similarly situated employees of Buyer and its Affiliates at the time of such Continuing Employee’s termination of employment, in each case taking into account all service with Seller and its Affiliates (as shown on the Updated Employee List) and Buyer and its Affiliates (as applicable) in determining the amount of severance benefits payable. For the avoidance of doubt, Buyer and its Affiliates shall be solely responsible for any severance payments or benefits owed to any Continuing Employee whose employment is terminated by Buyer and its Affiliates following the Closing.

---

89 1012075734v13 (iii) Vacation and Paid Time Off. Buyer shall, or shall cause its Affiliates to, recognize and assume all liabilities with respect to accrued but unused vacation and paid time off for all Continuing Employees as shown on the Updated Employee List (“Assumed PTO”). Buyer shall, or shall cause its Affiliates to allow Continuing Employees to use the vacation and paid time off recognized in the Assumed PTO (in addition to, and not in lieu of, any vacation or paid time off accrued under the applicable programs, plans or policies of Buyer or its Affiliates on or following the Closing). (c) Seller Stock Awards. [*****]. Seller shall be solely responsible for settling all outstanding vested awards held by a Continuing Employee pursuant to the Seller Stock Plan on or as soon as possible following the Closing Date. To the extent that Seller determines, acting reasonably, that any post-Closing amounts should be paid through payroll of an Acquired Company to the Continuing Employees pursuant to the immediately preceding sentence, Seller and Buyer shall reasonably cooperate regarding such payments; provided that Buyer shall not incur any Liability for any costs, expenses or obligations in respect of its cooperation to facilitate such payments through payroll. (d) Benefit Plans. Effective as of the Closing, the Acquired Company Employees shall cease to accrue benefits under or participate in all Seller Benefit Plans (other than as a former employee of Seller or its Affiliates, to the extent, if any, permitted by the terms of such Seller Benefit Plan). Effective as of the Closing Date, subject to Section 6.1(b)(i), Buyer will replace the Seller Benefit Plans with substantially equivalent Benefit Plans of Buyer. (e) Annual Bonus Plan. (i) The Acquired Companies shall accrue annual bonuses for calendar year 2026 and, if applicable, 2027 through the Closing Date (the “Pre-Closing Annual Bonus”) in accordance with the terms of the applicable Benefit Plan as in effect immediately prior to Closing (the “Seller Bonus Plans”). (ii) Buyer and Seller agree that Buyer shall cause the Acquired Companies to make payments of Applicable Accrued Annual Bonus Amounts to applicable Continuing Employees, as further detailed on a schedule listing the Applicable Accrued Annual Bonus Amounts (the “Applicable Accrued Annual Bonus Amounts Schedule”), which will be provided by Seller to Buyer within ten (10) Business Days following the Closing, as follows: (A) If Closing occurs on or before December 31, 2026, Continuing Employees eligible for Pre-Closing Annual Bonus payments will be entitled to a payment (which such amount will be paid at the same time as annual performance bonuses are paid by Seller to its employees in respect of the fiscal year of Seller in which the Closing Date occurs (such date, the “Bonus Payment Date”)) at least equal to the amount of the Pre-Closing Annual Bonus payment accrued by Seller in respect of such Continuing Employee on the Applicable Accrued Annual Bonus Amounts Schedule, pro-rated in accordance with Section 6.1(e)(ii)(D) (each such amount,

---

90 1012075734v13 an “Applicable Accrued Annual Bonus Amount”) (provided that no such Pre-Closing Annual Bonus payment will be required to be paid to a Continuing Employee who has resigned from their employment or had their employment terminated for cause effective on a date that is after the Closing and prior to the applicable Bonus Payment Date). (B) If Closing occurs after December 31, 2026, Continuing Employees eligible for Pre-Closing Annual Bonus payments will be entitled to their payments under the Seller Bonus Plans for fiscal 2026 plus a payment (which such amount will be paid at the Bonus Payment Date) at least equal to the Applicable Accrued Annual Bonus Amount for the amount payable in respect of fiscal 2027 (provided that no such Pre-Closing Annual Bonus payment will be required to be paid to a Continuing Employee who has resigned from their employment or had their employment terminated for cause effective on a date that is after the Closing and prior to the applicable Bonus Payment Date). (C) Notwithstanding the generality of the foregoing, Buyer and Seller agree that Buyer or its Affiliates will determine the aggregate amount of the annual performance bonuses actually earned in respect of the fiscal year of Seller in which the Closing Date occurs based on the Applicable Accrued Annual Bonus Amount attributable to the applicable Continuing Employee as provided in Section 6.1(e)(ii)(A) and (B), as applicable, and the pro-rated annual bonus payment payable under the performance bonus plans of Buyer and its Affiliates and, provided that applicable conditions for payment are met, the amount of such annual performance bonus actually paid by Buyer and its Affiliates (including the Acquired Companies) to eligible Continuing Employees shall not be less than the amount of the Applicable Accrued Annual Bonus Amount accrued by Seller in respect of such Continuing Employee. (D) For purposes of the calculation of the Estimated Closing Statement, the Proposed Final Closing Statement and the Final Closing Statement, and all amounts required to be calculated thereunder, solely the portion of any unpaid Pre-Closing Annual Bonus attributable to periods prior to the Closing shall be accrued. The amount of the Pre-Closing Annual Bonus in respect of the year in which the Closing occurs shall be the amount set forth on the Applicable Accrued Annual Bonus Amounts Schedule multiplied by a fraction, the numerator of which is the number of days elapsed from January 1 of such year until the Closing and the denominator of which is 365). (f) Buyer Benefit Plans. Effective as of the Closing Date, the Continuing Employees shall be eligible to participate in such benefit and other applicable plans, programs, policies or arrangements (including, as applicable, those providing for severance, vacation or paid time off, welfare or fringe benefits) as are designated by Buyer in respect of each such Continuing Employee (each such plan, a “Buyer Benefit Plan”). To the extent (i) practicable and permitted by such Buyer Benefit Plan, and (ii) such Buyer Benefit Plan replaces a Continuing Employees’ participation or coverage in a corresponding Benefit Plan, each Continuing Employee shall be credited with the same amount of service as was credited by Seller or its Affiliates as of the Closing under such similar or comparable replaced Benefit Plans as shown on the Updated Employee List (including, to the extent applicable, practicable and permitted, for purposes of eligibility to

---

91 1012075734v13 participate, vesting, benefit accrual (other than with respect to any defined benefit pension plan) and eligibility to receive benefits); provided that such crediting of service shall not operate to duplicate any benefit or the funding of any benefit or apply to the extent service would not have been credited under the analogous Benefit Plan immediately prior to the Closing. Without limiting the generality of the foregoing, (A) with respect to any Buyer Benefit Plans in which the Continuing Employees may be eligible to participate following the Closing, Buyer shall use reasonable best efforts to cause each Continuing Employee to immediately be eligible to participate in such Buyer Benefit Plans, without any waiting time, to the extent coverage under such Buyer Benefit Plans replaces coverage under a similar or comparable Benefit Plan in which such Continuing Employee was eligible to participate immediately before such commencement of participation and (B) for purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Buyer and its Affiliates shall use its reasonable best efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such Buyer Benefit Plan to be waived for such Continuing Employee and his or her covered dependents to the extent any such exclusions or requirements were waived or were inapplicable under any similar or comparable Benefit Plan. To the extent applicable, practicable and permitted under the Buyer Benefit Plan, Buyer and its Affiliates shall use reasonable best efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the analogous Benefit Plan ending on the date such Continuing Employee’s participation in the corresponding Buyer Benefit Plan begins to be taken into account under such Buyer Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Buyer Benefit Plan. (g) Work Permits. If any Acquired Company Employee requires a work permit or employment pass or other legal or regulatory approval for his or her employment with Buyer or its Affiliates (in each case, as indicated on the Employee List), Buyer shall, and shall cause its Affiliates to, use their reasonable best efforts to cause any such permit, pass or other approval to be obtained and in effect prior to the Closing. Subject to applicable Law, the parties acknowledge and agree that Buyer shall be the successor-in-interest to each Continuing Employee (as applicable) for immigration-related obligations where permitted and required pursuant to applicable Law relating to the applicable Continuing Employee. (h) Buyer and Seller shall cooperate, and cause their respective Affiliates to cooperate, as appropriate to carry out the provisions of this Section 6.1 (including, for certainty, Buyer’s reasonable access to Acquired Company Employees to facilitate transition discussions). (i) No Amendment of Plans; No Other Non-Party Rights. Notwithstanding anything to the contrary contained in this Agreement, no provision of this Agreement is intended to, or does, constitute the establishment or adoption of, or amendment to, any employee benefit plan, and no Person participating in any such employee benefit plan maintained by either Seller or its Affiliates or Buyer or its Affiliates shall have any claim or cause of action in respect of any provision of this Agreement as it relates to any such employee benefit plan or otherwise. Without

---

92 1012075734v13 limiting the foregoing or Section 10.6 in any way, nothing in this Agreement, express or implied, is intended to or shall confer upon any current, former or future employee of an Acquired Company any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including any right to any compensation, benefits or other terms and conditions of employment from, or to continued employment for any period with, any of Seller, Buyer or any of their respective Affiliates. Section 6.2 Access to Employees. From the date hereof until the Closing, Buyer shall be permitted to enter into discussions with the Acquired Company Employees for the purpose of entering into retention bonus agreements between Buyer and its Affiliates and one or more of such Acquired Company Employees, in each case, with such retention bonus agreements being conditional on the occurrence of the Closing; provided, however, that (x) Buyer shall provide reasonable notice to Seller prior to contacting any Acquired Company Employee (provided that, for certainty, no additional notice shall be required for any subsequent or follow-up communications with any such Acquired Company Employee following such initial contact), (y) Buyer shall be solely responsible for payments or benefits to be provided to an applicable Acquired Company Employee pursuant to any arrangements or agreements entered into with Buyer or any of its Affiliates by such Acquired Company Employee, and (z) any discussions, negotiations or agreements with such Acquired Company Employee shall be conducted in compliance with applicable Law. For the avoidance of doubt, Seller hereby waives the non-solicitation provisions under Section 9 of the Confidentiality Agreement for the sole purpose of permitting Buyer and their Representatives to enter into such discussions and Contracts or other agreements, arrangements or understandings or commitments; provided, however, that in the event this Agreement is terminated for any reason, Buyer or any of its Affiliates shall not employ, engage or attempt to employ or engage any Acquired Company Employee whom Buyer (or any of their respective Representatives) approached pursuant to this Section 6.2 for a period of twelve (12) months following the date of such termination and consistent with the terms in Section 9 of the Confidentiality Agreement other than the duration of such non-solicit (which, for clarity, shall be or a period of twelve (12) months following the date of such termination). ARTICLE VII TAX MATTERS Section 7.1 Transfer Taxes. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall pay, and shall indemnify Seller against, any Sales Tax, or Canadian use, stamp, stock transfer or other similar Tax imposed on the transactions contemplated by this Agreement. For greater certainty this Section 7.1 shall not apply in respect of withholding Taxes. Section 7.2 Assistance and Cooperation. On and after the Closing Date, each of Seller and Buyer shall (and shall cause their respective Affiliates to): (a) assist the other party in preparing any Tax Returns and transfer pricing studies which such other party is responsible for preparing and filing;

---

93 1012075734v13 (b) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 7.2(a) (relating to sales, transfer and similar Taxes); (c) cooperate fully in preparing for and defending any audits of, or disputes with Tax Authority regarding any Tax Returns or transfer pricing studies of the Acquired Companies; (d) make available to the other and to any Tax Authority as reasonably requested all employees, advisors, information, records and documents relating to Taxes or with information relating to Taxes of the Acquired Companies; (e) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any Taxable Period ending on or before the Closing Date, including any transfer pricing study required to be provided pursuant to Section 7.4; and (f) in respect of the income Tax Returns due by the Acquired Companies for any Tax or fiscal period ending on or immediately prior to the Closing Date, the amount of any discretionary deductions, including, without limitation, any available loss carryforwards, will be claimed in such Tax Returns; provided that this paragraph (f) shall not apply in respect of any loss, credit, deduction or other Tax attribute incurred or generated in or attributable to a Tax period beginning on or after the Closing Date. Section 7.3 Mandatory Reporting. If, at any time after the Closing Date, Buyer or Seller determines, or becomes aware that an “advisor” (as is defined for purposes of section 237.3 or section 237.4 of the Tax Act) has determined, that the transactions contemplated by this Agreement are or would or may be subject to the reporting requirements under section 237.3 or the notification requirements under section 237.4 of the Tax Act (the “Disclosure Requirements”), Buyer or Seller, as the case may be, will promptly inform the other party of its intent, or its advisor’s intent, to comply with the Disclosure Requirements and the parties will cooperate in good faith to determine the applicability of such requirements. In the event that, following such cooperation, it is ultimately determined that any Party is required or otherwise intends to file any applicable information return, notification and/or disclosure in accordance with the Disclosure Requirements (in each case, a “Mandatory Disclosure”), the parties will reasonably cooperate with respect to preparing and filing such Mandatory Disclosure, including by providing draft copies of such Mandatory Disclosure to the other party no later than 15 Business Days prior to any filing deadlines. Notwithstanding the foregoing, no party shall be under any obligation not to report a transaction that it determines, acting reasonably, to be subject to the Disclosure Requirements. Section 7.4 Tax Returns. Seller shall prepare, or cause to be prepared, all income Tax Returns required to be filed by the Acquired Companies for their taxation years ending December 31, 2025, before the Closing Date, or, if earlier, the filing deadline therefor. Each such Tax Return shall be prepared in accordance with existing procedures and practices and accounting

---

94 1012075734v13 methods of the Acquired Companies except as required under applicable Law. Seller shall deliver a draft of such Tax Returns to Buyer no later than thirty (30) days before filing such Tax Returns with the applicable Governmental Authority, and shall consider in good faith all comments provided by Buyer within twenty (20) days of receipt thereof. Seller shall prepare, or cause to be prepared, any transfer pricing studies for transactions between the Acquired Insurance Company and any non-residents of Canada with which it was not dealing at arm’s length for purposes of the Tax Act, for its taxation year ending December 31, 2025, which are required pursuant to applicable Law (the “2025 Transfer Pricing Studies”). The 2025 Transfer Pricing Studies shall be prepared in accordance with subsection 247(4) of the Tax Act, and Seller shall provide the 2025 Transfer Pricing Studies no later than ninety (90) days following the filing deadline for the income Tax Return of the Acquired Insurance Company for the taxation year ending December 31, 2025. Seller shall prepare, or cause to be prepared any transfer pricing studies for transactions between the Acquired Insurance Company and any non-residents of Canada with which it was not dealing at arm’s length for purpose of the Tax Act, for its taxation year starting on January 1, 2026 and ending as a result of the Closing (the “2026 Transfer Pricing Studies”). The 2026 Transfer Pricing Studies shall be prepared in accordance with subsection 247(4) of the Tax Act, and Seller shall provide the 2026 Transfer Pricing Studies no later than ninety (90) days following the filing deadline for the income Tax Return of the Acquired Insurance Company for the taxation year starting on January 1, 2026 and ending as a result of the Closing. If Closing occurs after December 31, 2026, the Seller shall provide (i) any transfer pricing studies for transactions between the Acquired Insurance Company and any non-residents of Canada with which it was not dealing at arm’s length for purposes of the Tax Act, for its taxation year ending December 31, 2026, in the same manner in which it is required to provide the 2025 Transfer Pricing Studies as set out above, and (ii) any transfer pricing studies for transactions between the Acquired Insurance Company and any non- residents of Canada with which it was not dealing at arm’s length for purposes of the Tax Act, for its taxation year ending as a result of the Closing, in the same manner in which it is required to provide the 2026 Transfer Pricing Studies as set out above. Section 7.5 Tax Benefits. Notwithstanding anything in this Agreement to the contrary, any Tax benefits resulting from any change in accounting, tax filing positions or Tax or other policies after Closing (including with respect to any cash awards to be provided by the Buyer pursuant to Section 6.1(c), but not including the Tax benefits arising in connection with payment of the retention bonuses in an amount equal to the Disclosed Amount to be paid to employees thirty (30) days after the Closing Date, which shall be dealt with as set out in the definition of Transaction Expenses) shall be solely for the benefit of Buyer. ARTICLE VIII CONDITIONS TO CLOSING Section 8.1 Conditions to Obligations of Seller. Seller’s obligation to consummate the Closing is subject to the satisfaction or waiver by Seller on or prior to the Closing Date of the following conditions: (a) Representations and Warranties; Covenants. (i) The Buyer Fundamental Representations shall be true and correct in all but de minimis respects as of the date hereof and

---

95 1012075734v13 as of the Closing Date as if made on the Closing Date, (ii) the other representations and warranties of Buyer contained in Article IV shall be true and correct (without giving effect to any limitations as to materiality or Buyer Material Adverse Effect set forth therein) as of the date hereof and as of the Closing Date as if made on the Closing Date (other than any representation or warranty expressly made as of another date, in which case such representation or warranty shall have been true and correct as of such other date), except where the failure of such representations and warranties, individually or in the aggregate, to be true and correct have not had a Buyer Material Adverse Effect, (iii) the covenants of Buyer set forth in this Agreement to be performed or complied with by Buyer at or prior to the Closing shall have been performed or complied with in all material respects and (iv) Seller shall have received a certificate of Buyer to such effect dated as of the Closing Date and executed by a duly authorized executive officer of Buyer. (b) Buyer’s Additional Closing Date Deliverables. Buyer shall have delivered the deliverables set out in Section 2.6(a)-(e) and paid the Estimated Purchase Price in accordance with Section 2.2(b). (c) Approvals of Governmental Authorities. The Seller Governmental Approvals and Buyer Governmental Approvals shall have been received. (d) No Legal Action or Governmental Order. No Law or Governmental Order enjoining, restricting or otherwise prohibiting the consummation of the Closing contemplated by this Agreement or the Ancillary Agreements shall be in effect, instituted or be pending. Section 8.2 Conditions to Obligations of Buyer. Buyer’s obligation to consummate the Closing is subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of the following conditions: (a) Representations and Warranties; Covenants. (i) The Seller Fundamental Representations shall be true and correct in all but de minimis respects as of the date hereof and as of the Closing Date as if made on the Closing Date, (ii) the other representations and warranties of Seller contained in Article III shall be true and correct (without giving effect to any limitations as to materiality or Business Material Adverse Effect set forth therein, other than (A) the representation and warranty in Section 3.6(b), which the definition of Business Material Adverse Effect shall be read as specified in the definition and (B) any use of the defined term “Material Contract”, as of the date hereof and as of the Closing Date as if made on the Closing Date (other than any representation or warranty expressly made as of another date, in which case such representation or warranty shall have been true and correct as of such other date), except where the failure of such representations and warranties, individually or in the aggregate, to be true and correct have not had a Business Material Adverse Effect, (iii) the covenants of Seller set forth in this Agreement to be performed or complied with by Seller at or prior to the Closing shall have been performed or complied with in all material respects and (iv) Buyer shall have received a certificate of Seller to such effect dated as of the Closing Date and executed by a duly authorized executive officer of Seller.

---

96 1012075734v13 (b) Seller’s Additional Closing Date Deliverables. Seller shall have delivered the deliverables set out in Section 2.7(a)- (i). (c) Approvals of Governmental Authorities. The Buyer Governmental Approvals and Seller Governmental Approvals required for the consummation of the Closing shall have been received. (d) No Legal Action or Governmental Order. No Law or Governmental Order enjoining, restricting or otherwise prohibiting the consummation of the Closing contemplated by this Agreement or the Ancillary Agreements shall be in effect, instituted or be pending. (e) No Business Material Adverse Effect. Between the date of this Agreement and Closing, there shall have not occurred a Business Material Adverse Effect. ARTICLE IX TERMINATION Section 9.1 Termination. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of Seller and Buyer; (b) by Buyer by written notice to Seller, in the event of a breach by Seller of any of its representations, warranties, covenants or agreements hereunder and such breach renders or would render the conditions set forth in Section 8.2(a) incapable of being satisfied on or prior to the Outside Date or, if curable, Seller shall have failed to cure such breach within thirty (30) Business Days after receipt of written notice thereof from Buyer requesting such breach to be cured; by Seller by written notice to Buyer, in the event of a breach by Buyer of any of its representations, warranties, covenants or agreements hereunder and such breach renders or would render the conditions set forth in Section 8.1(a) incapable of being satisfied on or prior to the Outside Date or, if curable, Buyer shall have failed to cure such breach within thirty (30) Business Days after receipt of written notice thereof from Seller requesting such breach to be cured; (c) by either Seller or Buyer if the Closing shall not have occurred prior to the first (1st) Business Day of the calendar month following the date that is twelve (12) months after the date hereof (the “Outside Date”); provided, that if the Closing has not occurred by the Outside Date solely as a result of a failure to satisfy the conditions set forth in Section 8.1(a) and Section 8.2(b), then the Outside Date shall be extended automatically by an additional three (3) months; provided, further, the right to terminate this Agreement under this Section 9.1(c) shall not be available to any party whose failure to take any action required to fulfill any of such party’s obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to such date; (d) by either Seller or Buyer in the event of the issuance of a final, non- appealable Governmental Order prohibiting the transactions contemplated by this Agreement.

---

97 1012075734v13 Section 9.2 Notice of Termination. Any party desiring to terminate this Agreement pursuant to Section 9.1 shall give written notice of such termination to the other party to this Agreement, which written notice shall specify the Section pursuant to which this Agreement is being terminated. Section 9.3 Effect of Termination. If this Agreement is terminated in accordance with Section 9.1, this Agreement shall thereafter become void and have no effect, and no party shall have any Liability in connection with this Agreement, except as set forth in Section 5.11, this Article IX, Section 10.12 and Section 10.13; provided that nothing in this Section 9.3 shall relieve either Seller or Buyer from liability for (a) failure to perform its obligations set forth in Section 5.3 or Section 5.11, or (b) any Fraud, willful breach of this Agreement or willful failure to perform its obligations under this Agreement. ARTICLE X MISCELLANEOUS PROVISIONS Section 10.1 Non-Survival of Representations and Warranties. The representations and warranties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall terminate effective immediately as of the Closing (with the parties agreeing to contractually shorten the applicable statutes of limitations) except in the case of Fraud. The covenants and agreements of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith that by their terms apply or are to be performed in whole prior to or on the Closing Date shall terminate effective immediately as of the Closing (“Pre-Closing Covenants”). The covenants and agreements of the parties contained in this Agreement that by their terms are to be performed in whole or in part after the Closing shall survive the Closing until fully performed or that by their nature contemplate performance or compliance after the Closing (which shall survive in accordance with their terms), including: Section 2.8, Section 5.4(b), Section 5.4(d), Section 5.6(c), Section 5.7, Section 5.8, Section 5.9, Section 5.10, Section 5.11, Section 5.12, Section 5.14, Section 5.15, Section 6.1, Article VII and Article X and the relevant terms defined in Article I (all such covenants, the “Post-Closing Covenants”). Nothing in this Section 10.1 is intended to affect or limit the ability of Buyer to recover any amount under the Representation and Warranty Insurance Policy for any matters covered thereunder from any insurer thereunder. Section 10.2 Notices. All notices, requests, consents, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by electronic mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.2: (a) if to Seller: Everest Underwriting Group (Ireland) Limited

---

98 1012075734v13 3rd Floor Huguenot House 35/38 St Stephen's Green Dublin 2 Ireland Attention: Wayne Schonland E-mail: [*****] with copies to (which shall not constitute notice): Everest Group, Ltd. 100 Everest Way Warren, NJ 07059 Attention: Anthony Vidovich, General Counsel Email: [*****] Debevoise & Plimpton LLP 66 Hudson Boulevard New York, NY 10001 Attention: David Grosgold Megan K. Arrogante E-mail: dgrosgold@debevoise.com mkarrogante@debevoise.com (b) if to Buyer: The Wawanesa Mutual Insurance Company 236 Carlton St. Winnipeg, MB R3C 1P5 Attention: James Bond, K.C. Senior Vice President, Chief Risk & Legal Officer E-mail: jbond@wawanesa.com with a copy to (which shall not constitute notice): Torys LLP 79 Wellington St. W., Suite 3300 Toronto, Ontario M5K 1N2 Attention: Blair Keefe Melissa Prado Zehra Sheerazi E-mail: bkeefe@torys.com mprado@torys.com zsheerazi@torys.com Section 10.3 Entire Agreement. This Agreement, the Exhibits and Schedules referred to herein, the documents delivered pursuant hereto and the Confidentiality Agreement and

---

99 1012075734v13 the Ancillary Agreements (when executed and delivered) contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein and supersede all other prior negotiations, discussions, writings, agreements and understandings, oral and written, between Seller and/or its Affiliates, on the one hand, and Buyer and/or its Affiliates, on the other hand. Section 10.4 Waivers and Amendment. This Agreement may be changed, modified or amended, and the provisions and terms hereof may be waived, or the time for its performance extended, only by an instrument in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance with such provision or term. Any change or modification to this Agreement shall be null and void unless made by written amendment to this Agreement and signed by each of the parties hereto. Any waiver of any provision or term of this Agreement, or any extension in time for performance of such provision or term, shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized Representative of such party. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. No waiver of any breach of this Agreement shall be held to constitute a waiver of any preceding or subsequent breach. Section 10.5 Successors and Assigns. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of, and be enforceable by and against, the parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party without the prior written consent of the other party, and any attempted assignment without the prior written consent of the other party shall be void and have no effect. Notwithstanding the foregoing, Buyer may assign or transfer all of its rights and obligations under this Agreement to a corporation that will be a wholly-owned Canadian subsidiary of Buyer; provided that such assignment or transfer shall not relieve Buyer of its obligations or liabilities under this Agreement in any respect. Section 10.6 No Third Party Beneficiaries. Except as provided in Section 5.9 with respect to the directors, officers and managers of the Acquired Companies, this Agreement is for the sole benefit of the parties and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Section 10.7 Governing Law; Submission to Jurisdiction. (a) This Agreement, and all Actions (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall in all respects be governed by, and construed and enforced in accordance with, the Laws of the State of New York applicable to agreements made

---

100 1012075734v13 and to be performed entirely within such state without giving effect to any conflicts of law principles of such state that might refer the governance, construction or interpretation of such agreements to the Laws of another jurisdiction. (b) Each of Seller and Buyer irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York, the court of the U.S. for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Action shall be heard and determined in such state courts or, to the extent permitted by law, in such U.S. federal court; (ii) consents that any such Action may and shall be brought in such courts and irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.2; and (iv) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York. Section 10.8 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.8. Section 10.9 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term

---

101 1012075734v13 or other provision is invalid, illegal or incapable of being enforced, the parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. Section 10.10 Disclosure Schedules. Any disclosure set forth in the Seller Disclosure Schedule with respect to any Section of this Agreement shall be deemed to be disclosed for purposes of other Sections of this Agreement to the extent that such disclosure sets forth facts in sufficient detail such that the relevance of such disclosure is reasonably apparent that such disclosure is applicable to such other sections. Matters reflected in any Section of the Seller Disclosure Schedule are not necessarily limited to matters required by this Agreement to be so reflected. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. No reference to or disclosure of any item or other matter in the Seller Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Section 10.11 Specific Performance. Each of the parties acknowledges and agrees that the breach of this Agreement would cause irreparable damage to the other parties and that such other parties will not have an adequate remedy at law. Therefore, without the necessity of posting bond or other undertaking, the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement and the obligations of the parties hereunder. The rights and remedies provided under this Section 10.11 shall be cumulative and not exclusive of the rights or remedies of the parties under this Section 10.11. In the event that any action or proceeding is brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense or counterclaim, that there is an adequate remedy at law. Section 10.12 Publicity. In connection with the execution of this Agreement, the parties may issue a mutually agreed press release regarding the transactions contemplated herein and thereafter no party or any Affiliate or Representative of such party shall issue or cause the publication of any press release or public announcement or otherwise communicate with any news media in respect of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), except (i) to the extent the contents of such press release or announcement are consistent in all material respects with materials or disclosures that have previously been released publicly in compliance with this Section 10.12 or (ii) as may be required by Law or applicable securities exchange rules, in which the case the party required to publish such press release or public announcement shall allow the other party a reasonable opportunity to comment on such press release or public announcement in advance of such publication. Prior to the Closing, neither Buyer, nor any of its Affiliates or Representatives, shall

---

102 1012075734v13 make any public disclosure concerning Buyer or its Affiliates’ plans or intentions relating to the customers, agents or employees of, or other Persons with significant business relationships with, the Acquired Companies or the Business without obtaining the prior written approval of Seller. Section 10.13 Expenses. Except as otherwise provided in this Agreement and the Ancillary Agreements, regardless of whether any or all of the transactions contemplated by this Agreement are consummated, each party shall bear its and its Affiliates’ (provided that Seller shall pay for all Transaction Expenses of the Acquired Companies pursuant to this Agreement) respective direct and indirect fees, costs and expenses incurred in connection with the negotiation and preparation of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby, including, all such fees, costs and expenses of its and its Affiliates’ respective Representatives. Section 10.14 Counterparts. This Agreement and each of the other Ancillary Agreements may be executed in one or more counterparts, and by the different parties to each such agreement in separate counterparts, each of which will be deemed to constitute an original, but all of which shall constitute one and the same agreement, and may be delivered by electronic means (including .pdf or DocuSign format) intended to preserve the original graphic or pictorial appearance of a document, such delivery by electronic means (including .pdf or DocuSign format) to be deemed as effective as delivery of a manually executed counterpart of this Agreement or any such Ancillary Agreement. Section 10.15 Release. (a) Effective as of the Closing, Seller, for itself and on behalf of its Affiliates (other than the Acquired Companies) and Representatives and each of their respective successors and assigns (each, a “Seller Releasor”), hereby irrevocably, knowingly and voluntarily release, discharge and forever waive and relinquish all claims, demands, losses, indemnities, debts, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Seller Releasor has, may have or might have or may assert now or in the future, against any of Buyer, the Acquired Companies, their respective Affiliates and Representatives and any of their respective successors, assigns, officers, directors, partners, managers and employees (in each case in their capacity as such) (each a “Buyer Releasee”), arising out of, based upon or resulting from any contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type or any other claims arising under applicable Law or other right or remedy (whether in contract, in tort or at law or in equity), whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Closing (collectively, the “Seller Released Claims”); provided that nothing contained in this Section 10.15(a) shall release, discharge, limit, restrict, waive, relinquish or otherwise affect the rights or obligations of any party with respect to (and solely to the extent of) (i) Fraud, (ii) intentional breach of any Pre-Closing Covenants; (iii) arising under or recoverable pursuant to any Intercompany Agreement that survives the Closing pursuant to Section 5.5 or any of the Ancillary Agreements, (iv) arising as a result of a Post-Closing Covenant that survives the Closing pursuant to Section 10.1 or (iv) with respect to Buyer or its Affiliates (other than the Acquired Companies), any matters that are unrelated to the transactions contemplated by this Agreement or the Ancillary

---

103 1012075734v13 Agreements. Seller shall, and shall cause each Seller Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any Buyer Releasee based upon any Seller Released Claim. Seller, for itself and on behalf of the Seller Releasors, hereby acknowledges, covenants and agrees that (A) each of the Seller Releasors has not assigned and will not assign to any other Person any of the Seller Released Claims that it is hereby releasing, (B) the execution and delivery of this Agreement shall not constitute an acknowledgment of, or an admission by, any Seller Releasor or Buyer Releasee of the existence of any such claims or of loss for any matter or precedent upon which any loss may be asserted, and (C) the Seller Releasors may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Seller Released Claims, but expressly agrees that, on and as of the Closing, Seller, for itself and on behalf of the Seller Releasors, shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Seller Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. Seller, for itself and on behalf of the Seller Releasors hereby acknowledge and agree that if Seller or any Seller Releasor should hereafter make any claim or demand or commence or threaten to commence any proceeding against any Buyer Releasee with respect to any Seller Released Claim, this Section 10.15(a) may be raised as a complete bar to any such proceeding, and the applicable Buyer Releasee may recover from Seller its reasonable attorneys' fees and costs incurred in connection with defending such proceedings. (b) Effective as of the Closing, Buyer, for itself and on behalf of its Affiliates (including the Acquired Companies) and Representatives and each of their respective successors and assigns (each, a “Buyer Releasor”), hereby irrevocably, knowingly and voluntarily release, discharge and forever waive and relinquish all claims, demands, losses, indemnities, debts, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Buyer Releasor has, may have or might have or may assert now or in the future , against any of Seller and its Affiliates and Representatives and any of their respective successors, assigns, officers, directors, partners, managers and employees (in each case in their capacity as such) (each a “Seller Releasee”), arising out of, based upon or resulting from any contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type or any other claims arising under applicable Law or other right or remedy (whether in contract, in tort or at law or in equity) whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Closing (collectively, the “Buyer Released Claims”); provided that nothing contained in this Section 10.15(b) shall release, discharge, limit, restrict, waive, relinquish or otherwise affect the rights or obligations of any party with respect to (and solely to the extent of) (i) Fraud, (ii) intentional breach of any Pre-Closing Covenants; (iii) arising under or recoverable pursuant to any Intercompany Agreement that survives the Closing pursuant to Section 5.5 or any of the Ancillary Agreements, (iv) arising as a result of a Post-Closing Covenant that survives the Closing pursuant to Section 10.1 or (v) any matters that are unrelated to the transactions contemplated by this Agreement or the Ancillary Agreements or the Acquired Companies or their Business. Buyer shall, and shall cause each Buyer Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing,

---

104 1012075734v13 instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any Seller Releasee based upon any Buyer Released Claim. Buyer, for itself and on behalf of the Buyer Releasors, hereby acknowledges, covenants and agrees that (A) each of the Buyer Releasors has not assigned and will not assign to any other Person any of the Buyer Released Claims that it is hereby releasing, (B) the execution and delivery of this Agreement shall not constitute an acknowledgment of, or an admission by, any Buyer Releasor or Seller Releasee of the existence of any such claims or of loss for any matter or precedent upon which any loss may be asserted, and (C) the Buyer Releasors may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Buyer Released Claims, but expressly agrees that, on and as of the Closing, Buyer, for itself and on behalf of the Buyer Releasors, shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Buyer Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. Buyer, for itself and on behalf of the Buyer Releasors hereby acknowledge and agree that if Buyer or any Buyer Releasor should hereafter make any claim or demand or commence or threaten to commence any proceeding against any Seller Releasee with respect to any Buyer Released Claim, this Section 10.15(b) may be raised as a complete bar to any such proceeding, and the applicable Seller Releasee may recover from Buyer its reasonable attorneys' fees and costs incurred in connection with defending such proceedings. Nothing in this Section 10.15(b) is intended to affect or limit the ability of Buyer to recover any amount under the Representation and Warranty Insurance Policy for any matters covered thereunder from any insurer thereunder. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

---

[Signature Page to Purchase and Sale Agreement] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers. EVEREST UNDERWRITING GROUP (IRELAND) LIMITED By: __________________________ Name: Title: By: __________________________ Name: Title:

---

[Signature Page to Purchase and Sale Agreement] THE WAWANESA MUTUAL INSURANCE COMPANY By: __________________________ Name: Title: By: __________________________ Name: Title:

---

1012075734v13

---

eg-20260331xexx103

1 EVEREST RE GROUP, LTD. 2020 STOCK PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT This Agreement is made as of the Grant Date (as defined in Paragraph 1 below), by and between Everest Group, Ltd. (the “Corporation”) and the Participant. WHEREAS the Corporation maintains the Everest Group, Ltd. 2020 Stock Incentive Plan (the “Plan”), which is incorporated into and forms part of this Agreement, and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive Covered Units (as defined below) as a Performance Stock Unit Award under the Plan; NOW, THEREFORE, IT IS AGREED, by and between the Corporation and the Participant, as follows: 1. Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this Paragraph 1: (a) The “Participant” is . (b) The “Grant Date” is [February 26, 2025]. (c) The number of “Covered Units” is . (d) “Book Value Per Share” shall mean the book value of a share of Stock as determined under GAAP during the period, or as otherwise certified by the Committee on the applicable Certification Date in determining Total Shareholder Return, during the applicable Performance Period. (e) “Detrimental Activity” shall mean engaging in either of the following: (i) participating in, carrying on, owning, or managing, directly or indirectly, either for himself or as a partner, stockholder, investor, officer, director, employee, agent, independent contractor, representative or consultant of any person, partnership, corporation or other enterprise, in any “Competitive Business” in any jurisdiction in which the Corporation or any of its affiliates actively conduct business, or (ii) attempting directly or indirectly to induce any employee of the Corporation or any of its Subsidiaries or affiliates to be employed or perform services elsewhere or attempting directly or indirectly to solicit the trade or business of any current or prospective customer, supplier or partner of the Corporation or any of its Subsidiaries or affiliates. For purposes of

---

2 this Agreement, “Competitive Business” means the property and casualty insurance or reinsurance business. Engaging in the following activities will not be deemed to be engaging or participating in a Competitive Business: (i) investment banking; (ii) passive ownership of less than 2% of any class of securities of a company; and (iii) engaging or participating solely in a noncompetitive business of an entity which also separately operates a business which is a “Competitive Business.” The determination of whether a Participant has engaged in Detrimental Activity shall be made in the sole discretion of the Committee and such determination shall be final and binding on all persons. (f) “Date of Termination” shall mean the termination of employment with the Corporation or Subsidiary or affiliate of the Corporation for any reason whatsoever, whether voluntary or involuntary, except that a transfer of a Participant from the Corporation to a Subsidiary or affiliate of the Corporation, whether or not incorporated, or vice versa, or from one Subsidiary or affiliate of the Corporation to another, and a leave of absence duly authorized in writing by the Corporation shall not be deemed a termination of employment. (g) A Participant shall be considered to have a “Disability” if the Participant is determined to be eligible for long-term disability benefits under the long-term disability plan in which the Participant participates and which is sponsored by the Corporation or a Subsidiary; or if the Participant does not participate in a long-term disability plan sponsored by the Corporation or a Subsidiary, then the Participant shall be considered to have a “Disability” if the Committee determines, under standards comparable to those of the Corporation’s long-term disability plan, that the Participant would be eligible for long-term disability benefits if he or she participated in such plan. (h) “Due Cause” means (a) repeated and gross negligence in fulfillment of, or repeated failure of Participant to fulfill, his or her material obligations as an employee of the Corporation (or a Subsidiary or affiliate of the Corporation), in either event after written notice thereof, (b) material willful misconduct by Participant in respect of his or her obligations as an employee of the Corporation (or a Subsidiary or affiliate of the Corporation) (c) conviction of any felony, or any crime of moral turpitude by a Participant, or (d) a material breach in trust committed in willful or reckless disregard of the interests of the Corporation, a Subsidiary of the Corporation, or affiliate of the Corporation, or undertaken for personal gain by a Participant. The determination of whether the Participant’s employment is terminated for Due Cause shall be

---

3 made in the sole discretion of the Committee and such determination shall be final and binding on all persons. (i) “Good Reason” has the meaning given to such term in the employment agreement [or similar individual services agreement] to which a Participant and the Corporation (or Subsidiary or affiliate of the Corporation) are a party; or, if there is no such agreement or no such term in any such agreement, “Good Reason” shall not apply to the Participant under this Agreement. (j) “Peer Companies” means:  American International Group, Inc (AIG)  American Financial Group (AFG)  Arch Capital Group Ltd. (ACGL)  Axis Capital Holdings Ltd. (AXS)  Chubb Limited (CB)  Cincinnati Financial Corp. (CINF)  CNA Financial Corp (CNA)  The Hanover Insurance Group, Inc. (THG)  The Hartford Financial Services Group, Inc. (HIG)  Markel Corp. (MKL)  Old Republic International (ORI)  Renaissance Re (RNR)  Travelers Companies (TRV)  W. R. Berkley Corp. (WRB) (k) “Qualifying Termination” means the occurrence of a Participant’s Date of Termination due to (i) Retirement, (ii) termination due to death or Disability, (iii) the Participant’s termination of employment for Good Reason, if applicable to the Participant, or (iv) the Corporation’s termination of the Participant’s employment for any reason other than for Due Cause. (l) “Relative TSR” means the achievement by the Corporation of Total Shareholder Return during the Performance Period for the Fourth Installment, as compared to Total Shareholder Return of the Peer Companies during the same Performance Period (or, for Peer Companies that have a fiscal year that is not a calendar year, as compared to Total Shareholder Return of the Peer Companies during three consecutive fiscal years with the first year of such three year period being the fiscal year of such Peer Company during which the Grant Date occurs). A Peer Company shall not be taken into account under the foregoing sentence unless it exists and is subject to Form 10-K reporting at the beginning of the

---

4 Performance Period and at the end of the Performance Period. The determination of such growth and its parameters is subject to rules established by the Committee within 90 days of the beginning of the Performance Period for the Fourth Installment. (m) The “Restricted Period” for the Covered Units shall begin on the Grant Date and end on the third anniversary of the Grant Date. (n) For purposes of this Agreement, “Retirement” means the occurrence of a Participant’s Date of Termination due to the voluntary termination of employment, with the consent of the Committee, by a Participant who meets the following requirements as of such Date of Termination: (i) (A) the Participant is age 55 or older, (B) the Participant has completed at least five (5) years of service as of the Date of Termination and (C) the sum of the Participant’s age and years of service as of the Date of Termination is at least 65; (ii) the Participant has provided at least ninety (90) days advance written notice of the Participant’s intent to terminate the Participant’s employment as of a specified date (the “Retirement Date”), and the Participant does not otherwise voluntarily terminate employment prior to the Retirement Date; and (iii) the Retirement Date and the Date of Grant do not fall in the same calendar year. For purposes of calculating eligibility for Retirement, years of service shall be determined in accordance with rules which may be established by the Committee, taking into account service with the Corporation or any Subsidiary or affiliate of the Corporation. The determination of whether the Participant’s Date of Termination constitutes a Retirement pursuant to the terms of this subparagraph 1(n) shall be made in the sole discretion of the Corporation and such determination shall be final and binding on all persons. For purposes of this Agreement, the Participant’s Date of Termination shall not be considered a Retirement even for a Participant who otherwise meets the requirement of this subparagraph 1(n) if the Participant’s employment is terminated for Due Cause (or, if prior to the distribution of any shares following a Retirement, the Committee determines that the Committee would have had grounds to terminate for Due Cause). (o) “Return on Equity” means operating income divided by average adjusted shareholders’ equity. For this purpose,

---

5 operating income equals net income (loss) attributable to the Corporation, subject to adjustment for catastrophe losses in excess of budgeted catastrophe losses at the Committee’s discretion for the applicable Performance Period, and excluding after-tax net realized capital gains (losses). Average adjusted shareholders’ equity equals the average of beginning of period and end of period shareholders’ equity, excluding the after- tax net unrealized appreciation (depreciation) on fixed income investments recorded in accumulated other comprehensive income. (p) “Settlement Date” means the date that the shares are delivered in settlement of the Covered Units in accordance with Paragraph 6. If the Participant’s Vesting Date has not occurred prior to the last day of the Restricted Period for any reason, the Settlement Date shall occur during the period that begins between the later to occur of the last day of the Restricted Period or the Certification Date with respect to the last Performance Period and ends on [March 15, 2028]. If a Participant’s Vesting Date occurs prior to the last day of the Restricted Period, then with respect to an Installment for which the Performance Period ended prior to the Participant’s Vesting Date, the Settlement Date shall occur on the sixty-day anniversary of the Vesting Date, and with respect to an Installment for which the Performance Period ends on or after the Participant’s Vesting Date (and with respect to which the Participant continues to be eligible to receive shares in accordance with Paragraph 5), the Settlement Date shall occur during the period between the Certification Date and March 15th of the calendar year following the year in which the applicable Performance Period ends. Notwithstanding anything to the contrary in this Agreement, if the Participant’s Date of Termination occurs for any reason other than Qualifying Termination prior to the last day of the Restricted Period, there shall be no Settlement Date and all Covered Units shall be immediately forfeited. (q) “Total Shareholder Return” shall mean the annual growth in Book Value Per Share, excluding unrealized gains (losses) on fixed maturity investments, plus dividends per share during the period, or as otherwise certified by the Committee on the applicable Certification Date during the applicable Performance Period. (r) “Certification Date” shall have the meaning set forth in Paragraph 4(d). (s) “Vesting Date” means the earlier to occur of a Qualifying Termination, a Vesting Change in Control, and the date that a Participant reaches age 65.

---

6 (t) Other capitalized terms used in this Agreement are as defined herein, or as defined in the Plan. 2. Award. The Participant is hereby granted the number of Covered Units set forth in Paragraph 1 as a “Performance Stock Unit Award.” Each “Covered Unit” represents the right to receive up to 2.00 shares of Stock upon settlement of the Award on the Settlement Date in accordance with Paragraph 6,plus Dividend Equivalent Rights (as defined below) for each share of Stock actually earned in respect of the Covered Units, subject in each case to the terms of this Agreement and the Plan. 3. Performance Period and Installments. The Covered Units are divided into four Installments. (a) The Performance Period for each Installment, and the portion of the total number of Covered Units for each such Installment, is set forth in the following schedule: Installment: First Day of Performance Period: Last Day of Performance Period: Portion of Covered Units Attributable to Installment: First Installment [January 1, 2025] [December 31, 2025] 16.67% of Covered Units Second Installment [January 1, 2026] [December 31, 2026] 16.67% of Covered Units Third Installment [January 1, 2027] December 31, 2027 16.67% of Covered Units Fourth Installment [January 1, 2025] [December 31, 2027] 50% of Covered Units (b) Notwithstanding the foregoing provisions of subparagraph (a), if a Change in Control occurs, the Performance Period for all Installments that has not ended prior to such Change in Control shall end on the last day of the year during which the Change in Control occurs. 4. Performance Percentage. The number of Covered Units that are earned with respect to each Installment shall equal the number of Covered Units attributable to such Installment multiplied by the applicable Performance Percentage for each Installment as defined below (but subject to Paragraph 7 in the event of a Change in Control). (a) First Installment. The Performance Percentage for the First Installment depends on the Return on Equity during the

---

7 Performance Period as detailed in the following table. If the Return on Equity for the Performance Period is between the percentages listed on the table below, the Performance Percentage shall be determined using straight line interpolation between the percentages listed on the table below. Performance Level Return on Equity Performance Percentage Maximum Greater than or equal to 18% 200% Target 15% 100% Threshold 9% 25% < Threshold < 9% 0% (b) Second and Third Installments. The applicable Performance Criteria for the Return on Equity that corresponds to the applicable Performance Percentage for the second and third installments shall be determined by the Committee no later than within the first ninety (90) days of the Performance Period for such Installments and such Performance Criteria shall be communicated to each Participant. (c) Fourth Installment. The Performance Percentage for the Fourth Installment depends on the Relative TSR during the Performance Period. If the percentile for the Relative TSR for the Performance Period is between the percentiles listed on the table below, the Performance Percentage shall be determined using straight line interpolation between the percentiles listed on the table below. Performance Level % Relative TSR Performance Percentage Maximum Greater than or equal to 75th percentile 200% Target Median 100% Threshold 25th percentile 25% < Threshold Less than 25th percentile 0% (d) For the avoidance of doubt, with respect to any Installment, the number of Covered Units shall be earned with respect to such Installment only upon the Committee’s certification that the Performance Criteria have been met and certification of the applicable Performance Percentage achieved with respect to such Installment for the applicable Performance Period (which date of certification with respect to any Installment is the “Certification Date” applicable to such Installment). Covered

---

8 Units that are not earned on the Certification Date for a Performance Period shall immediately be forfeited. 5. Termination of Employment. Except as otherwise provided in this Paragraph 5, if the Participant’s Date of Termination occurs for any reason prior to the last day of the Restricted Period, all Covered Units shall be immediately forfeited. Notwithstanding the foregoing: (a) If the Participant’s Date of Termination occurs prior to the last day of the Restricted Period due to a Qualifying Termination that is due to (i) Retirement or (ii) death or Disability, then (in the case of Retirement, subject to subparagraph 5(d) below) the Participant shall remain eligible to receive shares for any Installments of Covered Units (to the extent not previously forfeited or settled) on or after such Qualifying Termination, subject to the terms of this Agreement. (b) If a Participant’s Date of Termination occurs prior to the last day of the Restricted Period and prior to a Change in Control due to a Qualifying Termination that is due to (i) the Participant’s termination of employment for Good Reason, if applicable to the Participant, or (ii) the Corporation’s termination of the Participant’s employment for any reason other than for Due Cause, then the Participant shall be eligible to receive shares for any Installments of Covered Units (to the extent not previously forfeited or settled) only for Performance Periods ending prior to or on the Participant’s Date of Termination and subject to the Participant signing and not revoking a general release and waiver of all claims against the Corporation. Any Covered Units attributable to Installments for Performance Periods ending after the Participant’s Date of Termination shall be forfeited. (c) If a Participant’s Date of Termination occurs prior to the last day of the Restricted Period, but after a Change in Control that is not a Vesting Change in Control, due to a Qualifying Termination that is due to (i) the Participant’s termination of employment for Good Reason, if applicable to the Participant, or (ii) the Corporation’s termination of the Participant’s employment for any reason other than for Due Cause, then the Participant shall remain eligible to receive shares for any Installments of Covered Units (to the extent not previously forfeited or settled) on or after such Qualifying Termination, subject to the terms of this Agreement. (d) If a Participant remains eligible to receive shares for any

---

9 Installments of Covered Units (to the extent not previously forfeited or settled) on or after a Qualifying Termination by reason of Retirement in accordance with subparagraph 1(n) above (the “Retirement Units”), and if such Participant engages in any Detrimental Activity prior to the date that is the two-year anniversary of the Participant’s Retirement, then the Participant shall forfeit all rights that the Participant has to such Retirement Units and shall promptly return to the Corporation, without any consideration therefor, any shares actually received in respect of any such Retirement Units. If the Participant has sold, assigned, transferred, pledged or otherwise encumbered any such shares received in respect of Retirement Units, then the Participant shall promptly pay to the Corporation the Fair Market Value of such shares, determined as of the Settlement Date in respect of such Retirement Units. 6. Settlement Date. On the Settlement Date for each Installment, the Participant shall receive a number of shares of Stock in settlement of his or her Covered Units attributable to such Installment and a payment in cash for any associated Dividend Equivalent Rights (as determined pursuant to Paragraph 8 and subject to Paragraph 10). The number of shares of Stock that a Participant shall receive on the Settlement Date shall be determined, for each Installment, by multiplying (i) the number of Covered Units (which have not previously been forfeited or cancelled) attributable to such Installment by (ii) the Performance Percentage determined pursuant to Paragraph 4 above for such Installment (with such percentage converted to a number by dividing such percentage by 100) (rounded up to the nearest whole share). Shares of Stock received by a Participant pursuant to this Paragraph 6 shall be free of restrictions otherwise imposed by this Agreement and the Plan. As of the Settlement Date for an Installment, all Covered Units attributable to such Installment (which have not previously been forfeited or cancelled) and which do not become distributable pursuant to this Paragraph 6 shall be immediately forfeited. 7. Change in Control. This Performance Stock Award is not subject to the Everest Group Ltd. Executive Change of Control Plan. In the event of a Change in Control, the Corporation may elect to (a) continue this Performance Stock Award subject to the terms of this Agreement and this Plan and subject to such adjustments, if any, by the Committee as permitted by Section 9 of the Plan; or (b) terminate this Performance Stock Award and distribute shares of Stock that have been earned as determined in accordance with the next sentence of this Paragraph 7. In the event that the Corporation chooses to terminate this award and make a distribution of shares of Stock as provided in clause (b) of the previous sentence (in which case the Change in Control is a “Vesting Change in Control”), the thirty-day anniversary of the Vesting Change in Control shall be the Settlement Date for purposes of Paragraph 6, and the number of

---

10 shares of Stock to be delivered pursuant to Paragraph 6 shall be calculated for Installments for which the Performance Period (as determined in accordance with Paragraph 3(a)) ended prior to the Vesting Change of Control based on the Performance Percentage for such Installment determined pursuant to subparagraphs (a), (b) or (c) of Paragraph 4, as applicable; and for Installments for which the Performance Period (as determined in accordance with Paragraph 3(a)) did not end prior to the Vesting Change in Control based on a Performance Percentage equal to 100%. For a Change in Control, other than a Vesting Change in Control, pursuant to which the Corporation has elected to continue this Performance Stock Award subject to the terms of this Agreement pursuant to clause (a) of this Paragraph 7, the Performance Percentage for each Installment on the Settlement Date for purposes of Paragraph 6 shall be determined as follows: (i) for each Installment for which more than or equal to two-thirds (2/3) of the Performance Period (as determined in accordance with Paragraph 3(a)) has elapsed prior to the Change in Control, the Performance Percentage shall be determined pursuant to the terms of subparagraphs (a), (b) or (c) of Paragraph 4, as applicable to any such Installment, based on actual performance during the Performance Period (as determined in accordance Paragraph 3(b)); and (ii) for each Installment for which less than two-thirds (2/3) of the Performance Period (as determined in accordance with Paragraph 3(a)) has elapsed prior to the Change in Control, the Performance Percentage shall equal 100%. 8. Dividend Equivalent Rights and Voting Rights. (a) If, during the Restricted Period, a [cash] dividend is paid with respect to a share of Stock, then upon the Settlement Date for the Covered Units earned by the Participant, the Participant shall be entitled to receive a payment in cash (subject to Paragraph 10) equal to the product of (i) the amount of cash dividends actually paid with respect to a share of Stock from the Grant Date through the Settlement Date (as may be adjusted subject to Section 9 of the Plan) and (ii) the total number of shares of Stock actually earned by the Participant in respect of Covered Units under Paragraph 6 (“Dividend Equivalent Rights”). For the avoidance of doubt, Dividend Equivalent Rights shall be payable only for shares of Stock that are actually earned in respect of Covered Units and shall not be payable on in respect of any Covered Units that are forfeited pursuant to Paragraphs 4 or 5. (b) The Participant shall not be a shareholder of record with respect to the Covered Units and shall have no voting rights with respect to the Covered Units during the Restricted Period

---

11 or prior to the delivery of shares of Stock pursuant to this Agreement. The Participant shall be a shareholder of record with respect to any Restricted Shares granted to the Participant pursuant to Exhibit A. 9. Section 457A of the Code Conversion of Units. If the Covered Units for an Installment would otherwise constitute nonqualified deferred compensation subject to Code section 457A and the date on which such Covered Units are no longer treated as subject to a substantial risk of forfeiture for purposes of Code section 457A occurs prior to the Settlement Date or a Vesting Change in Control, the terms of Exhibit A shall apply for such Installment. Transferability. Except as otherwise provided by the Committee, the Performance Stock Unit Award (and Covered Units or Restricted Shares subject to this award) may not be sold, assigned, transferred, pledged, or otherwise encumbered. (a) The Participant acknowledges that, regardless of any action taken by the Corporation or the Employer, the ultimate liability for any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld (if any) by the Corporation or the Employer. The Participant further acknowledges that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Covered Units, including, but not limited to, the grant, vesting, or settlement of the Covered Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Covered Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Corporation and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable

---

12 withholding obligations with respect to all Tax-Related Items by one or a combination of the following: (i) requiring the Participant to make a payment in a form acceptable to the Corporation; (ii) withholding from the Participant’s wages or other cash compensation payable to the Participant by the Corporation and/or the Employer; (iii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Covered Units either through a voluntary sale or through a mandatory sale arranged by the Corporation (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding in shares of Stock to be issued upon settlement of the Covered Units; or (v) any other method of withholding determined by the Corporation and, to the extent required by applicable law or the Plan, approved by the Committee. (c) The Corporation may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded, the Participant may seek a refund from the local tax authorities to the extent the Participant wishes to recover any over-withheld amounts in the form of a refund. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Corporation and/or the Employer. If the obligation for Tax- Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Stock subject to the settled Covered Units, notwithstanding that a number of the shares of Stock is held back solely for the purpose of paying the Tax-Related Items. The Corporation may refuse to issue or deliver shares of Stock, or the proceeds of the sale of shares of Stock, if the Participant fails to comply with the Participant’s obligations in connection with the Tax- Related Items. 11. Transferability. Except as otherwise provided by the Committee, the Performance Stock Unit Award (and Covered Units or Restricted Shares subject to this award) may not be sold, assigned, transferred, pledged, or otherwise encumbered.

---

13 12. Merger or Consolidation. In the event of a merger or consolidation to which the Corporation is a party, or of any other acquisition of a majority of the issued and outstanding shares of Stock involving the exchange or a substitution of the stock of an acquiring corporation for Stock, or of any transfer of all or substantially all of the assets of the Corporation in exchange for the stock of an acquiring corporation, a determination as to whether the stock of the acquiring corporation so received shall be subject to the restrictions set forth in this Agreement shall be made solely by the acquiring corporation. However, such determination shall in no way affect the rights of the Participant as defined in the Plan. 13. No Right to Continued Employment. Nothing herein shall be interpreted as forming or amending an employment or service agreement with the Corporation or any Subsidiary or affiliate of the Corporation nor obligate the Corporation or any Subsidiary or affiliate of the Corporation to continue the Participant’s employment for any particular period or on any particular basis of compensation. 14. Burden and Benefit. The terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the Participant and his executors or administrators, heirs, and personal and legal representatives. 15. Execution. No person shall have any rights under this Award unless and until the Participant has executed and delivered this Agreement to the Corporation. By executing this Award Agreement, the Participant shall be deemed to have accepted and consented to any action taken under the Plan by the Committee, the Board of Directors or their delegates. 16. Modifications. No change or modification of this Agreement shall be valid unless it is in writing and signed by the parties hereto. 17. Entire Agreement. This Agreement, together with the Plan, sets forth all of the promises, agreements, conditions, understandings, warranties, and representations, oral or written, express or implied, between the parties hereto with respect to the Covered Units. The terms and conditions of the Plan are incorporated by reference herein, and to the extent that any conflict may exist between any term or provision of this Agreement and any term or provision of the Plan, the term or provision of the Plan shall control. 18. Genders. The use of any gender herein shall be deemed to include the other gender and the use of the singular herein shall be deemed to include the plural and vice versa, wherever appropriate. 19. Compliance with Sections 409A and 457A of the Code. The distribution of shares of Stock and any associated Dividend Equivalent Rights made pursuant to this Agreement are intended to be interpreted and operated to

---

14 the fullest extent possible so that such distributions shall be exempt from the requirements of Section 409A and Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”). It is intended that the distribution of shares of Stock and any associated Dividend Equivalent Rights will in any event be made pursuant to the terms of this Agreement to the Participant within the period necessary to satisfy the exemption from Section 409A of the Code for short-term deferrals set forth in Treas. Reg. §l.409A-l(b)(4)(i) (which generally requires that payment be made not later than the fifteenth day of the third month after the end of the year in which the amount is no longer subject to a substantial risk of forfeiture as defined for purposes of Section 409A of the Code). It is also intended that the distribution of shares of Stock and any associated Dividend Equivalent Rights will in any event be made pursuant to the terms of this Agreement to the Participant within the period necessary to satisfy the exemption from Section 457A of the Code for short-term deferrals set forth in Section 457A(d)(3)(B) (which generally requires that payment be made not later than the end of the year following the year in which such amount is no longer subject to a substantial risk of forfeiture as defined for purposes of Section 457A of the Code), or if they will not be distributed within that period, then they will be subject to Paragraph 9 and Exhibit A. To the extent that the distributions of shares of Stock and any associated Dividend Equivalent Rights made pursuant to this Agreement are deferred compensation subject to (but not otherwise exempt from) Section 409A of the Code, this Agreement is intended to be interpreted and operated to the fullest extent possible so that the distribution of shares of Stock and any associated Dividend Equivalent Rights pursuant to this Agreement shall comply with the requirements of Section 409A of the Code. Distributions of shares of Stock and any associated Dividend Equivalent Rights pursuant to this Agreement triggered by a termination of employment that are deferred compensation subject to (but not otherwise exempt from) Section 409A of the Code shall not be made unless such termination of employment constitutes a separation from service within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, if the Participant is a “specified employee” on the date of his or her separation from service within the meaning of Section 409A of the Code and Treasury Regulation l.409A-l(h), distributions under this Agreement due to a separation from service that are deferred compensation subject to (but not otherwise exempt from) Section 409A of the Code that would otherwise be paid or provided during the six-month period commencing on the separation from service, will be deferred until the first day of the seventh month following the separation from service if such deferral is necessary to avoid the additional tax under Section 409A of the Code. Each distribution of shares of Stock and any associated Dividend Equivalent Rights pursuant to an Installment under this Agreement shall in each case be designated as a “separate payment” within the meaning of Section 409A of the Code. Distributions of shares of Stock that are deferred compensation

---

15 subject to (but not otherwise exempt from) Section 409A of the Code shall not be accelerated on a Vesting Change of Control pursuant to Paragraph 7(b) unless the Vesting Change in Control also satisfies the definition of “change in control event” as set forth in Treas. Reg. 1.409A-3(i)(5) and the distribution of such shares of Stock is consistent with Treas. Reg. l.409A- 3(j)(4)(ix)(B). 20. Notices. Any and all notices required herein shall be addressed: (i) if to the Corporation, to the principal executive office of the Corporation; and (ii) if to the Participant, to his or her address as reflected in the stock records of the Corporation. 21. Electronic Delivery and Participation. The Corporation may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation. 22. Waiver. The Participant acknowledges that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by me or any other participant. 23. Governing Law and Venue. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New Jersey. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of New Jersey, and no other courts, where this grant of the Covered Units is made and/or to be performed. 24. Country-Specific Terms and Conditions. Notwithstanding any provisions in this Agreement, the grant of the Covered Units shall be subject to any additional terms and conditions for the Participant’s country set forth in Exhibit B. Moreover, if the Participant relocates to one of the countries included in Exhibit B, the additional terms and conditions for such country will apply, to the extent the Corporation determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibit B constitutes part of this Agreement.

---

16 25. Imposition of Other Requirements. The Corporation reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Covered Units and on any shares of Stock acquired under the Plan, to the extent the Corporation determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 26. Invalid or Unenforceable Provisions. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provisions were omitted. IN WITNESS WHEREOF, the Corporation and the Participant have executed this Agreement as of the day and year first written above. Everest Group, Ltd. By:__________________________ Employee Name

---

17 EXHIBIT A SECTION 457A OF THE CODE If the Covered Units for an Installment would otherwise constitute nonqualified deferred compensation subject to Code section 457A and the date on which the Covered Units are no longer treated as subject to a substantial risk of forfeiture for purposes of Code section 457A (“457A Delivery Date”) occurs prior to the Settlement Date or a Vesting Change in Control, then, in addition to the terms of the Agreement and the Plan, the terms of this Exhibit A shall apply to such Installment. A-1. 457A Delivery Date. On the 457A Delivery Date, the Participant shall receive distribution of shares of Stock that remain subject to the restrictions otherwise imposed by the Plan and this Agreement (including, without limitation, the forfeiture provisions of this Section A-1 and the transfer restrictions of Section 9) (such shares of Stock subject to forfeiture and transfer restrictions referred to as the “Restricted Shares”). The number of Restricted Shares to be distributed on the Section 457A Delivery Date with respect to any Installment for which the Certification Date will occur on or after the 457A Delivery Date shall be determined by multiplying (i) the number of Covered Units attributable to that Installment (which have not previously been forfeited or cancelled) by (ii) 2.00. Upon the Certification Date with respect to an Installment that occurs on or after the 457A Delivery Date, the number of Restricted Shares that are earned by the Participant shall be determined by multiplying the number of Restricted Shares attributable to that Installment, as determined in accordance with the immediately preceding sentence, by a fraction, where the numerator is the Performance Percentage applicable to such Installment determined by the Committee in writing on the Certification Date in accordance with Paragraph 4 of the Agreement for such Installment (for the Performance Period applicable to such Installment, determined in accordance with Paragraph 3), and the denominator is 200. Restricted Shares attributable to an Installment which are not earned on the Certification Date for the Installment shall immediately be forfeited. On the Settlement Date with respect to any Installment, the Restricted Shares which have been earned by the Participant on the applicable Certification Date shall become vested and nonforfeitable and free of all restrictions otherwise imposed by this Agreement (except that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after the Settlement Date). Restricted Shares which do not become vested shares of Stock in accordance with the foregoing shall be forfeited as of the Settlement Date. Notwithstanding anything herein to the contrary, if the Participant’s Date of Termination occurs due to (i) the Participant’s termination of employment [due to Retirement, (ii) the Participant’s termination of employment] for Good Reason, if applicable to the Participant, or (iii) the Corporation’s termination of the Participant’s employment for any reason other than for Due Cause prior to a Change in Control,

---

18 the Restricted Shares shall be immediately forfeited if (i) prior to the Settlement Date for such Shares, the Participant engages in a Detrimental Activity or (ii) the Participant fails to sign and not revoke a general release and waiver of all claims against the Corporation such that the release is effective within the sixty-day period as required by Paragraph 5 of the Agreement. A-2. Cancellation of Covered Units. As of the 457A Delivery Date, all Covered Units (which have not previously been settled, forfeited or cancelled) shall be cancelled. A-3. Dividends. To the extent that Restricted Shares granted pursuant to this Exhibit A have not otherwise been forfeited or cancelled after the 457A Delivery Date, dividends paid with respect to such Restricted Shares with respect to record dates occurring on or after the 457A Delivery Date of such Restricted Shares shall be used to purchase additional Restricted Shares subject to the same vesting conditions as the original Restricted Shares to which such dividends relate.

---

19 EXHIBIT B COUNTRY-SPECIFIC TERMS AND CONDITIONS Certain capitalized terms used but not defined in this Exhibit B have the meanings set forth in the Plan and/or in the Agreement. Terms and Conditions This Exhibit B includes additional terms and conditions that govern the Covered Units granted to the Participant under the Plan if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which the Participant is currently residing and/or working, or if the Participant relocates to another country after the grant of the Covered Units, the Corporation shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Participant. Notifications This Exhibit B may also include information regarding securities laws, exchange controls, and certain other issues of which Participant should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of [March 2025]. Such laws are often complex and change frequently. As a result, the Participant should not rely on the information in this Exhibit B as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Covered Units are settled or the Participant sells shares of Stock acquired under the Plan. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Corporation is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to Participant’s situation. Finally, if the Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which the Participant is currently residing and/or working, or if the Participant relocates to another country after the grant of the Covered Units, the notifications contained herein may not be applicable to the Participant in the same manner. ALL COUNTRIES Terms and Conditions Nature of Award. In accepting the Covered Units, the Participant acknowledges and agrees to the following: (a) The Plan is established voluntarily by the Corporation, it is discretionary in

---

20 nature and it may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan. (b) The grant of the Covered Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Covered Units, or benefits in lieu of Covered Units, even if Covered Units have been granted in the past. (c) All decisions with respect to future Covered Units or other grants, if any, will be at the sole discretion of the Corporation. (d) The Participant is voluntarily participating in the Plan. (e) The Covered Units and any shares of Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of- service payments, bonuses, long-service options, pension, holiday pay, retirement benefits, or similar payments. (f) The Covered Units and the shares of Stock subject to the Covered Units, and the income from and value of same, are not intended to replace any pension rights or compensation. (g) Unless otherwise agreed with the Corporation in writing, the Covered Units and the shares of Stock subject to the Covered Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or affiliate of the Corporation. (h) The future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty. (i) No claim or entitlement to compensation or damages shall arise from termination of the Covered Units or diminution in value of the shares of Stock subject to the Covered Units and the Participant irrevocably releases the Corporation and any Subsidiary or affiliate of the Corporation from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such a claim. (j) No claim or entitlement to compensation or damages shall arise from forfeiture of the Covered Units resulting from the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or service agreement, if any). (k) Neither Corporation nor Subsidiary or affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between the Participant’s

---

21 local currency and the United States Dollar that may affect the value of the Covered Units, the calculation of any applicable Tax-Related Items, or of any amounts due to the Participant pursuant to the settlement of the Covered Units or the subsequent sale of the shares of Stock acquired pursuant to the Covered Units. Language. The Participant acknowledges that they are proficient in the English language, or has consulted with an advisory who is sufficiently proficient in English, so as to allow the Participant to understand the terms and conditions of this Agreement. If the Participant has received this Agreement or any other document related to the Units translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, subject to applicable law. Foreign Asset/Account, Exchange Control and Tax Reporting. There may be certain exchange control, tax, and/or foreign asset/account reporting requirements which may affect the Participant’s ability to acquire or hold shares of Stock or cash received from participating in the Plan (including proceeds from the sale of shares of Stock and the receipt of any dividends paid on shares of Stock) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or related transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to the Participant’s country within a certain time after receipt. The Participant acknowledges that it is the Participant’s responsibility to comply with such regulations, and the Participant should speak to a personal advisor on this matter. Insider Trading/Market Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including, but not limited to, the Participant’s country, which may affect the Participant’s ability to accept, acquire, sell, or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., the Covered Units) or rights linked to the value of shares of Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Corporation (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (a) disclosing the inside information to any third party, and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Corporation insider trading policy. Neither the Corporation nor any Subsidiary or affiliate of the Corporation will be responsible for such restrictions or liable for the failure on the Participant’s part to know and abide by such restrictions. The Participant should consult with their own personal legal advisers to ensure compliance with local laws.

---

22 Data Privacy. The following data privacy terms govern the grant of the Covered Units under the Plan if the Participant resides in the European Economic Area, the European Union, Switzerland or the United Kingdom: (a) Data Collected and Purposes of Collection. The Participant understands that the Corporation, acting as the controller, as well as the Employer or any Subsidiary or affiliate of the Corporation, will process, to the extent permissible under applicable law, certain personal information about the Participant, including name, home address and telephone number, information necessary to process the Covered Units (e.g., mailing address for a check payment or bank account wire transfer information), date of birth, social insurance number or other identification number, salary, nationality, job title, employment location, details of all equity awards granted, canceled, vested, unvested or outstanding in the Participant’s favor, and where applicable Termination Date and reason for termination, any capital shares or directorships held in the Corporation (where needed for legal or tax compliance), and any other information necessary to process mandatory tax withholding and reporting (all such personal information is referred to as “Data”). The Data is collected from the Participant, and from the Corporation and any Subsidiary or affiliate of the Corporation, for the purpose of implementing, administering, and managing the Plan pursuant to its terms. The legal basis (that is, the legal justification) for processing the Data is that it is necessary to perform, administer and manage the Plan pursuant to this Agreement between the Participant and the Corporation, and in the Corporation’s legitimate interests to comply with applicable non-EU laws when performing, administering and managing the Plan, subject to the Participant’s interest and fundamental rights. The Data must be provided in order for the Participant to participate in the Plan and for the parties to this Agreement to perform their respective obligations hereunder. If the Participant does not provide Data, the Participant will not be able to participate in the Plan and become a party to this Agreement. (b) Transfers and Retention of Data. The Participant understands that the Data will be transferred to and among the Corporation and any Subsidiary or affiliate of the Corporation, as well as service providers (such as stock administration providers, brokers, transfer agents, accounting firms, payroll processing firms or tax firms), for the purposes explained above, which are necessary to allow the Corporation to perform this Agreement. The Participant understands that the recipients of the Data may be located in the United States and in other jurisdictions outside of the European Economic Area where the Corporation and any Participating Corporation or their service providers have operations. The United States and some of these other jurisdictions have not been found by the European Commission to have adequate data protection safeguards. If the Corporation and any Subsidiary or affiliate of the Corporation make transfers of Data outside of the European Economic Area, those transfers will be made solely to the extent necessary to perform this Agreement and take necessary actions in connection with such performance. In addition, service providers may commit to provide

---

23 adequate safeguards for the transferred Data, such as the EU-U.S. Data Privacy Framework or standard contractual clauses approved by the European Commission. In that case, the Participant may obtain details of the transfers by contacting the Participant’s human resources representative. (c) The Participant’s Rights in Respect of Data. The Participant has the right to access the Participant’s Data being processed by the Corporation or any Subsidiary or affiliate of the Corporation as well as understand why the Corporation or any Subsidiary or affiliate of the Corporation is processing such Data. Additionally, subject to applicable law, the Participant is entitled to have any inadequate, incomplete, or incorrect Data corrected (that is, rectified). Further, subject to applicable law, and under certain circumstances, the Participant may be entitled to the following rights in regard to the Participant’s Data: (i) to object to the processing of Data; (ii) to have the Participant’s Data erased, such as where it is no longer necessary in relation to the purposes for which it was processed; (iii) to restrict the processing of the Participant’s Data so that it is stored but not actively processed (e.g., while the Corporation assesses whether the Participant is entitled to have Data erased); and (iv) to port a copy of the Data provided pursuant to this Agreement or generated by the Participant in a common machine-readable format. To exercise the Participant’s rights, the Participant may contact the Participant’s human resources representative. The Participant may also contact the relevant data protection supervisory authority, as the Participant has the right to lodge a complaint. The following data privacy terms govern the grant of the Covered Units under the Plan if the Participant resides outside the European Economic Area, the European Union, Switzerland and the United Kingdom: (aa) Consent. The Participant voluntarily consents to the collection, processing, maintenance, use, disclosure, and transfer to the United States and other jurisdictions, in electronic or another form, of certain information about the Participant, including name, home address and telephone number, information necessary to process the Covered Units (e.g., mailing address for a check payment or bank account wire transfer information), date of birth, social insurance number or other identification number, salary, nationality, job title, employment location, details of all equity awards granted, canceled, vested, unvested or outstanding in the Participant’s favor, and where applicable Termination Date and reason for termination, any capital shares or directorships held in the Corporation (where needed for legal or tax compliance), and any other information necessary to process mandatory tax withholding and reporting (all such personal information is referred to as “Data”) by and among the Corporation and any Subsidiary or affiliate of the Corporation for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the Plan. (bb) International Transfer of Data. The Participant understands that Data will be transferred to one or more service provider(s) selected by the Corporation, which may assist the Corporation with the implementation, administration, and management of the Plan. The Participant understands that the

---

24 recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different, including less stringent, data privacy laws and protections than the Participant’s country. The Participant understands that if the Participant resides outside the United States, the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting in writing the Participant’s human resources representative. The Participant authorizes the Corporation and any other possible recipients that may assist the Corporation (presently or in the future) to transfer the Participant’s Data for purposes of implementing, administering, and managing the Plan. The Corporation’s legal basis, where required, for the transfer of Data is the Participant’s consent. (cc) Retention of Data. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, including to maintain records regarding participation. The Participant understands that if the Participant resides in certain jurisdictions, to the extent required by applicable law, the Participant may, at any time, request access to Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents given by accepting the Covered Units, in any case without cost, by contacting in writing the Participant’s human resources representative. (dd) Consent Voluntary. The Participant understands that the Participant is providing these consents on a purely voluntary basis. If the Participant does not consent or later seeks to revoke their consent, the Participant’s engagement as a service provider with the Corporation or the Employer will not be adversely affected; the only consequence of refusing or withdrawing consent is that the Corporation will not be able to grant the Covered Units or other equity awards to the Participant under the Plan or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing consent may affect the Participant’s ability to participate in the Plan (including the right to retain the Covered Units). The Participant understands that they may contact the Participant’s human resources representative for more information on the consequences of refusing to consent or withdrawing consent. AUSTRALIA Terms and Conditions Tax Treatment. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Covered Units granted under the Plan, such that the Covered Units are intended to be subject to deferred taxation. Notifications Securities Law Notification. The offer of the Covered Units is being made under Division 1A, Part 7.12 of the Corporations Act (Cth). If the Participant offers shares of Stock for

---

25 sale to a person or entity resident in Australia, the Participant’s offer may be subject to disclosure requirements under Australian law. The Participant should consult his or her personal legal advisor to ensure compliance with the applicable requirements. Exchange Control Notification. Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on behalf of the Participant. If there is no Australian bank involved in the transfer, the Participant will be required to file the report. The Participant should consult with their personal advisor to ensure compliance with applicable reporting requirements. CANADA Terms and Conditions Settlement of Covered Units. The following provisions supplements Paragraph 6 of the Agreement: The Covered Units will be settled by the issuance of shares of Stock and not by the issuance of cash or a combination of cash and shares of Stock, notwithstanding any discretion to settle the Covered Units in cash under Section 5(d) of the Plan. Date of Termination. The following provision replaces the second paragraph of subparagraph 1(f) of the Agreement: For purposes of the Covered Units, the termination of the Participant’s employment will be considered to occur as of the earliest of: (i) the date that the Participant’s employment relationship with the Corporation or any Subsidiary or affiliate of the Corporation is terminated, or (ii) the date that the Participant receives notice of the termination of employment, regardless of any notice period or period of pay in lieu of such notice required under applicable employment law in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or service agreement, if any. The Participant will not earn or be entitled to any pro- rated vesting for that portion of time before the date on which the Participant’s right to vest (if any) terminates, nor will Participant be entitled to any compensation for lost vesting. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Covered Units under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if any applicable vesting date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting. Notifications Securities Law Notification. The Participant is permitted to sell shares of Stock acquired through the Plan through the designated broker appointed by the Corporation, provided the resale of shares of Stock acquired under the Plan takes place outside Canada, including, if applicable, through the facilities of a stock exchange on which the shares of Stock are listed. The shares of Stock are currently listed on the New York Stock Exchange.

---

26 Foreign Asset/Account Reporting Notification. Canadian residents are required to report any foreign property (e.g., shares of Stock acquired under the Plan and possibly unvested Covered Units) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds a certain legally designated amount at any time in the year. Thus, the Covered Units must be reported - generally at a nil cost - if the legally designated cost threshold is exceeded because of other foreign specified property the Participant holds. When shares of Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares. The ACB would ordinarily equal the fair market value of the shares of Stock at the time of acquisition, but if other shares of Stock are also owned, this ACB may have to be averaged with the ACB of the other shares. It is the Participant’s responsibility to comply with these reporting obligations, and the Participant shall consult with their personal tax advisor in this regard. FRANCE Terms and Conditions Covered Units Not Tax-Qualified. The Covered Units are not intended to qualify for specific tax or social security treatment in France. Language Consent. By accepting the Covered Units, the Participant confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language. The Participant accepts the terms of those documents accordingly and confirms that Recipient has a good knowledge of the English language. En acceptant l’Attribution, le Participant confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause. Etant précisé que le Participant a une bonne maîtrise de la langue anglaise. Notifications Securities Law Notification. The grant of Covered Units under the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in France. Foreign Asset/Account Reporting Notification. The Participant may hold shares of Stock acquired upon vesting/settlement of the Covered Units, any proceeds resulting from the sale of shares of Stock or any dividends paid on such shares of Stock of France, provided the Participant declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the Participant. SWITZERLAND Notifications Securities Law Notification. Neither this document nor any other materials relating to the Covered Units constitute a prospectus according to article 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), and neither this document nor any other materials relating to the Covered Units may be publicly distributed nor otherwise made

---

27 publicly available in Switzerland to any person other than an employee of the Corporation. Neither this document nor any other offering or marketing material relating to the Covered Units have been or will be filed with, or approved or supervised by, any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

---

eg-20260331xexx104

1 EVEREST GROUP, LTD. 2020 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT This Agreement is made as of the Grant Date (as defined in paragraph 1 below), by and between Everest Group, Ltd. (the "Corporation") and the Participant. WHEREAS, the Corporation maintains the Everest Group, Ltd. 2020 Stock Incentive Plan (the "Plan"), which is incorporated into and forms part of this Agreement, and the Participant has selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Award under the Plan; NOW, THEREFORE, IT IS AGREED, by and between the Corporation and the Participant, as follows; 1. Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1: (a) The “Participant” is Name. (b) The “Grant Date” is February __, 2026. (c) The number of “Covered Shares” is Award Amount shares of Stock. “Covered Shares” are shares of Stock granted under this Agreement and are subject to the terms of this Agreement and the Plan. (d) Other capitalized terms used in this Agreement are as defined herein, or as defined in the Plan.

---

2. Award. The Participant is hereby granted the number of Covered Shares set forth in paragraph 1. 3. Restriction on Transfer and Forfeiture of Shares. If the Date of Termination (as defined below) does not occur during the Restricted Period with respect to any Installment of the Covered Shares, then, at the end of the Restricted Period for such shares, the Participant shall become vested in those Covered Shares, and except to the extent that paragraph 4 applies to such Participant, the Participant shall own the shares free of all restrictions otherwise imposed by this Agreement. With respect to all Covered Shares, the Restricted Period shall begin on the Grant Date. The Restricted Period with respect to each Installment shown on the schedule shall end on the Vesting Date applicable to such Installment: INSTALLMENT VESTING DATE APPLICABLE TO INSTALLMENT* 1/3 of Covered Shares March 1, 2026 1/3 of Covered Shares March 1, 2027 1/3 of Covered Shares March 1, 2028 *Vestings that occur on a day the stock market is closed will be processed using the market price of the next following business day. Unless otherwise determined by the Committee, if the number of Covered Shares that would vest pursuant to this Section 3 would result in a fractional Share for a Vesting Date, then the number of Covered Shares vesting at that Vesting Date shall be rounded down to the nearest whole Share; provided, however, that the number of Covered Shares to vest as of the last Vesting Date shall be rounded up to such number that will result in the total number of Covered Shares vesting equaling the total number of Restricted Stock Units set forth in Section 1(c). Notwithstanding the foregoing provisions of this paragraph 3, the Participant shall become vested in the Covered Shares, and become owner of the Covered Shares free of all restrictions otherwise imposed by this Agreement, prior to the end of the Restricted Period, as follows: (a) The Participant shall become vested in the Covered Shares as of the Date of Termination prior to the date the Covered Shares would otherwise become vested,

---

if the Date of Termination occurs by reason of the Participant’s death or Disability. A Participant shall be considered to have a “Disability” if the Participant is determined to be eligible for long-term disability benefits under the long-term disability plan in which the Participant participates and which is sponsored by the Corporation or a Subsidiary; or if the Participant does not participate in a long-term disability plan sponsored by the Corporation or a Subsidiary, then the Participant shall be considered to have a “Disability” if the Committee determines, under standards comparable to those of the Corporation’s long-term disability plan, that the Participant would be eligible for long-term disability benefits if he or she participated in such plan. (b) Subject to subparagraph 3(c), subparagraph 3(d), and paragraph 4, below, the Participant shall become vested in the Covered Shares as of the Date of Termination prior to the date the Covered Shares would otherwise become vested, if the Date of Termination occurs by reason of the Participant’s Retirement. For purposes of this Agreement, “Retirement” means the occurrence of a Participant’s Date of Termination due to the voluntary termination of employment, with the consent of the Committee, by a Participant who meets the following requirements as of such Date of Termination: (i) (A) the Participant is age 55 or older, (B) the Participant has completed at least five (5) years of service as of the Date of Termination and (C) the sum of the Participant’s age and years of service as of the Date of Termination is at least 65; (ii) the Participant has provided at least ninety (90) days advance written notice of the Participant’s intent to terminate the Participant’s employment as of a specified date (the “Retirement Date”), and does not otherwise voluntarily terminate employment prior to the Retirement Date; and (iii) the Retirement Date and the Date of Grant do not fall in the same calendar year. For purposes of this subparagraph 3(b), years of service shall be determined in accordance with rules which may be established by the Committee, taking into account service with the Corporation or any Subsidiary or affiliate of the Corporation. The determination of whether the Participant’s Date of Termination

---

constitutes a Retirement pursuant to the terms of this subparagraph 3(b) shall be made in the sole discretion of the Corporation and such determination shall be final and binding on all persons. (c) If a Participant becomes vested in Covered Shares as of the Participant’s Date of Termination by reason of Retirement in accordance with subparagraph 3(b), above, (such Covered Shares vesting upon Retirement referred to as “Retirement Shares”), and if such Participant engages in any Detrimental Activity prior to the date that is the two-year anniversary of the Participant’s Date of Termination, then the Participant shall forfeit all rights that the Participant has to such Retirement Shares and shall promptly return to the Corporation all of the Retirement Shares without any consideration therefor. If the Participant has sold, assigned, transferred, pledged or otherwise encumbered such Retirement Shares, then the Participant shall promptly pay to the Corporation the Fair Market Value of the Retirement Shares, determined as of the Participant’s Date of Termination that occurred by reason of Retirement. (d) For purposes of this Agreement, “Detrimental Activity” shall mean engaging in either of the following: (i) participating in, carrying on, owning, or managing, directly or indirectly, either for himself or as a partner, stockholder, investor, officer, director, employee, agent, independent contractor, representative or consultant of any person, partnership, corporation or other enterprise, in any “Competitive Business” in any jurisdiction in which the Corporation or any of its affiliates actively conduct business, or (ii) attempting directly or indirectly to induce any employee of the Corporation or any of its Subsidiaries or affiliates to be employed or perform services elsewhere or attempting directly or indirectly to solicit the trade or business of any current or prospective customer, supplier or partner of the Corporation or any of its Subsidiaries or affiliates. For purposes of this Agreement, “Competitive Business” means the property and casualty insurance or reinsurance business. Engaging in the following activities will not be deemed to be engaging or participating in a Competitive Business: (i) investment banking; (ii) passive ownership of less than 2% of any class of securities of a

---

company; and (iii) engaging or participating solely in a noncompetitive business of an entity which also separately operates a business which is a “Competitive Business.” The determination of whether a Participant has engaged in Detrimental Activity shall be made in the sole discretion of the Committee and such determination shall be final and binding on all persons. Covered Shares may not be sold, assigned, transferred, pledged or otherwise encumbered until the expiration of the Restricted Period or, if earlier, until the Participant is vested in the Covered Shares. Except as otherwise provided in this paragraph 3, the Participant shall forfeit the unvested Covered Shares as of a Date of Termination that occurs during the Restricted Period, unless the Committee shall determine in a particular case that such forfeiture would not be in the best interest of the Corporation. For purposes of this paragraph 3 and for paragraph 4, "Date of Termination" shall mean the termination of employment with the Corporation or Subsidiary or affiliate of the Corporation for any reason whatsoever, whether voluntary or involuntary, except that a transfer of a Participant from the Corporation to a Subsidiary or affiliate of the Corporation, whether or not incorporated, or vice versa, or from one Subsidiary or affiliate of the Corporation to another, and a leave of absence duly authorized in writing by the Corporation shall not be deemed a termination of employment. 4. Additional Restrictions on Shares for Officer Participants. The restrictions of this paragraph 4 shall apply, in addition to the restrictions imposed by paragraph 3, above, to each Participant who (i) on the Grant Date is a vice president or a more highly ranked officer of the Corporation or any of its Subsidiaries or affiliates, or (ii) becomes a vice president or more highly ranked officer of the Corporation or any of its Subsidiaries or affiliates prior to the date on which all of the Covered Shares subject to this Agreement become fully vested in accordance with paragraph 3 (each such Participant described in (i) or (ii) an “Officer Participant”). If such Officer Participant engages in any Solicitation Activity at any time during his term of employment or during the one-year period following his Date of Termination, such Officer Participant shall forfeit all rights that the Participant has to all of the Covered Shares subject to this Agreement, whether or not vested, and including those Covered Shares, if any, that became fully vested prior to the Participant becoming an Officer Participant, and the Participant shall promptly return to the Corporation all such Covered Shares without any consideration therefor.

---

If the Officer Participant has sold, assigned, transferred, pledged or otherwise encumbered such Covered Shares, then the Officer Participant shall pay to the Corporation the Fair Market Value of such Covered Shares, determined as of the date that the Committee determines that the Officer Participant has engaged in Solicitation Activity. For purposes of this Agreement, “Solicitation Activity” shall mean attempting directly or indirectly to induce any employee of the Corporation or any of its Subsidiaries or affiliates to be employed or perform services elsewhere or attempting directly or indirectly to solicit the trade or business of any current or prospective customer, supplier or partner of the Corporation or any of its Subsidiaries or affiliates. The determination of whether a Participant has engaged in Solicitation Activity shall be made in the sole discretion of the Committee and such determination shall be final and binding on all persons. 5. Deposit of Covered Shares. (a) In order to induce the Corporation to issue to the Participant the Covered Shares, the Participant consents to the deposit with the Secretary of the Corporation, or such other person as designated by the Committee, the certificates evidencing the Covered Shares, together with stock powers or other instruments of transfer required by the Corporation or its counsel appropriately endorsed in blank by him. Such deposit shall remain in effect until the time the Corporation reacquires the Covered Shares under and pursuant to the terms and provisions of the Plan and this Agreement or until such Covered Shares shall be released from restriction under the Plan and this Agreement. Notwithstanding anything in this Agreement to the contrary, the Participant shall have no rights as a shareholder with respect to any Covered Shares until the date the Participant becomes a holder of record with respect to such shares. (b) The Participant consents to the appointment of the Secretary of the Corporation, in his or her official capacity, and his or her successor in office, or any other person that may be appointed by the Committee under the Plan, as escrow agent ("Escrow Agent") for said shares during the Restricted Period. If during the Restricted Period, the Participant's employment with the Corporation is

---

terminated, and the Covered Shares are forfeited, the Participant authorizes the Escrow Agent to cause such certificate or certificates to be cancelled on the stock record books of the Corporation. The Participant agrees that the Escrow Agent is acting merely as a depository and shall have no liability hereunder except as a depository to retain the Covered Shares and to dispose of them in accordance with the terms of this Agreement and the Plan. If the Escrow Agent is notified of any adverse claim or demand by a person, she is hereby authorized to hold such certificates until the dispute shall have been settled by the parties and notice submitted to her by persons so interested, or until the rights of the parties have been fully adjudicated in a court of competent jurisdiction. So long as the Covered Shares are held in escrow, the Participant shall be entitled to all rights of a stockholder with respect thereto, except as may be limited by the terms of the Plan and this Agreement. (c) During the Restricted Period, certificates evidencing the Covered Shares shall bear the following additional legend: "These shares have been issued pursuant to the Everest Group, Ltd. 2020 Stock Incentive Plan ("Plan") and are subject to forfeiture to Everest Re Group, Ltd. (the "Corporation") in accordance with the terms of the Plan and an Agreement between the Corporation and the person in whose name the certificate is registered. These shares may not be sold, pledged, exchanged, transferred, hypothecated or otherwise disposed of except in accordance with the terms of said Plan and said Agreement." 6. Dividends and Voting Rights. (a) The Participant shall be entitled to receive any dividends paid with respect to the Covered Shares that become payable during the Restricted Period; provided, however, that no dividends shall be payable to or for the benefit of the Participant for Covered Shares with respect to record dates occurring prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited those Covered Shares; provided further, that, any shares of Stock received by a recipient as a stock dividend, or as a result of stock splits,

---

recapitalizations, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise, directly or indirectly, with respect to the Covered Shares shall have the same status, be subject to this Agreement, and shall bear the same legend as the Covered Shares and shall be delivered to the Escrow Agent to be held under the same terms and conditions as the Covered Shares. (b) The Participant shall be entitled to vote the Covered Shares during the Restricted Period to the same extent as would have been applicable to the Participant if the Participant was then vested in the Covered Shares; provided, however, that the Participant shall not be entitled to vote the Covered Shares with respect to record dates for such voting rights arising prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited those Covered Shares. 7. Withholding. The Corporation shall withhold all applicable taxes required by law upon any taxable event with respect to the Award. The Participant may satisfy the withholding obligation by paying the amount of any taxes in cash and/or, with the approval of the Committee, vested shares of Stock may be surrendered by the Participant upon the lapse of the Restricted Period or at the time the Covered Shares are transferred to the Participant. The amount of the withholding and the number of shares to be surrendered shall be determined by the Committee with reference to the Fair Market Value of the Stock when the withholding is required to be made; provided, however, the amount of stock so surrendered may not exceed the minimum required withholding obligation. 8. Delivery of Stock and Documents. In the event any Covered Shares are forfeited to the Corporation pursuant to the Plan or this Agreement, the Participant shall, to the extent not already deposited with the Escrow Agent, deliver to the Escrow Agent the following: the certificate or certificates representing the Covered Shares duly endorsed for transfer and bearing whatever documentary stamps, if any, are necessary, and such assignments, certificates of authority, tax releases, consents to transfer, instruments, and evidences of title of the Participant and of his compliance with the Agreement as may be reasonably required by the Corporation or by its counsel.

---

9. Merger or Consolidation. In the event of a merger or consolidation to which the Corporation is a party, or of any other acquisition of a majority of the issued and outstanding shares of Stock involving the exchange or a substitution of the stock of an acquiring corporation for Stock, or of any transfer of all or substantially all of the assets of the Corporation in exchange for the stock of an acquiring corporation, a determination as to whether the stock of the acquiring corporation so received shall be subject to the restrictions set forth in this Agreement shall be made solely by the acquiring corporation. However, such determination shall in no way affect the rights of the Participant as defined in the Plan. 10. Holding Period. At least six (6) months must elapse from the date of acquisition of the Covered Shares to the date of its disposition. 11. No Right to Continued Employment. Nothing herein shall obligate the Corporation or any Subsidiary or affiliate of the Corporation to continue the Participant's employment for any particular period or on any particular basis of compensation. 12. Burden and Benefit. The terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the Participant and his executors or administrators, heirs, and personal and legal representatives. 13. Execution. No person shall have any rights under this Award unless and until the Participant has executed and delivered this Agreement to the Corporation. By executing this Award Agreement, the Participant shall be deemed to have accepted and consented to any action taken under the Plan by the Committee, the Board of Directors or their delegates. 14. Modifications. No change or modification of this Agreement shall be valid unless it is in writing and signed by the parties hereto. 15. Entire Agreement. This Agreement, together with the Plan, sets forth all of the promises, agreements, conditions, understandings, warranties and representations, oral or written, express or implied, between the parties hereto with respect to the Covered Shares. The terms and conditions of the Plan are incorporated by reference herein, and to the extent that any conflict may exist between any term or provision of this Agreement and any term or provision of the Plan, the term or provision of the Plan shall control.

---

16. Genders. The use of any gender herein shall be deemed to include the other gender and the use of the singular herein shall be deemed to include the plural and vice versa, wherever appropriate. 17. Notices. Any and all notices required herein shall be addressed: (i) if to the Corporation, to the principal executive office of the Corporation; and (ii) if to the Participant, to his or her address as reflected in the stock records of the Corporation. 18. Invalid or Unenforceable Provisions. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provisions were omitted.

---

IN WITNESS WHEREOF, the Corporation and the Participant have executed this Agreement as of the day and year first written above. Everest Group, Ltd. By: _______________________________ Jim Williamson __________________________________ Employee Name

---

eg-20260331xexx105

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

APPENDIX A [*****] [*****] • [*****] • [*****] • [*****] • [*****] • [*****] [*****] • [*****] • [*****] • [*****] • [*****] • [*****]

---

eg-20260331xexx106

1 Everest Group, Ltd. Amended and Restated Executive Performance Annual Incentive Plan 1. PURPOSE The purpose of the Amended and Restated Everest Group, Ltd. Executive Performance Annual Incentive Plan (the “Plan”) is to provide incentive for executives who are in a position to contribute materially to the success of the Company and its Subsidiaries; to reward their accomplishments; to motivate future accomplishments; and to aid in attracting and retaining executives of the caliber necessary for the continued success of the Company and its Subsidiaries. 2. DEFINITIONS The following terms as used herein shall have the meaning specified: (a) “Award” means a performance incentive bonus paid pursuant to the Plan. (b) “Board” means the Board of Directors of the Company. (c) “Code” means the Internal Revenue Code of 1986 as amended. Reference to a specific section of the Code shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. (d) “Committee” means the Committee appointed by the Board to administer the Plan. The Committee shall consist of no fewer than two members of the Board. The members of the Committee shall be appointed by, and serve at the pleasure of, the Board. (e) “Company” means Everest Group, Ltd. or any successor corporation. (f) “Participant” means a corporate officer of the Company or a Subsidiary selected by the Committee in its sole discretion to participate in the Plan. (g) “Performance Criteria” means any other business, financial or operational measure selected by the Committee, including the following measures of performance:  net income, before or after taxes  operating income, before or after taxes  premiums earned  earnings per share  return on equity  return on assets  appreciation in and/or maintenance of the price of the common stock or any other publicly traded securities of the Company  comparisons with various stock market indices  market share  statutory combined ratio

---

2  expense ratio  reductions in costs and expense growth  gross or net premium growth  measurable business objectives  other quantitative financial measures as selected by the Committee A performance criteria may be applied by the Committee as a measure of the performance of any, all, or any combination of the Company or a Subsidiary. (h) “Performance Goal” means the goal or goals established for a Participant by the Committee in accordance with paragraph 3 (a). (i) Subsidiary” means any corporation in which the Company, directly or indirectly, controls 50% or more of the total combined voting power of all classes of such corporation’s stock. (j) “Target Awards” means the amount of the target award established for each Participant by the Committee in accordance with paragraph 3 (a). 3. AWARDS (a) Each year, the Committee, in its sole discretion, shall select Participants for the year and establish in writing (i) Performance Goal or Goals for each Participant for that year based on one or more of the Performance Criteria (ii) the specific award amounts that will be paid to each Participant if the Performance Goal or Goals are achieved (the “Target Award”) and (iii) a method by which such amounts will be calculated, which calculation will be based upon a comparison of actual performance to the Performance Goal or Goals. The selection of a Participant for any given year does not mean that the Participant will be selected or will be entitled to be selected as a Participant in any subsequent year. (b) The Committee, in its sole discretion, may adjust any Award calculated under the methodology established in accordance with paragraph 3(a). (c) As soon as practicable following each year while the Plan is in effect, the Committee shall determine the extent to which the Performance Goal or Goals applicable to each Participant for the year were achieved and the amount of the Award, if any, to be made. Awards will be paid to the Participants in cash following such certification by the Committee and no later than [March 15] following the close of the year with respect to which the Awards are made, unless a Participant has elected to defer all or a portion of such payment pursuant to the Company’s or a Subsidiary’s Deferred Compensation Plan, in which event, payment of the amount deferred will be made in accordance with the terms of the Deferred Compensation Plan. (d) No Award will be paid to any Participant who is not an employee of the Company on the last day of the year, except that if during the last eight (8) months of the year, the Participant retires, dies, or is involuntarily terminated, the Participant may be entitled

---

3 to a prorated Award as and to the extent determined by the Committee in its sole discretion. If a Participant is on disability for more than four (4) months of the year, the Participant will be entitled to a prorated Award. Participants, who resign voluntarily after the end of the year, but before Award payments are payments are actually made, will be eligible for an Award as and to the extent determined by the Committee in its sole discretion. The provisions of this subparagraph are subject to the terms of any written agreement between a Participant and the Company. 4. ADMINISTRATION (a) The Plan shall be administered by the Committee. The Committee shall have all discretion and authority necessary or appropriate to administer the Plan and to interpret the provisions of the Plan. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding upon all persons. (b) No member of the Committee or the Board shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award thereunder, and the Company shall defend and indemnify Committee and Board members for any actions taken or decisions made in good faith under the Plan. 5. MISCELLANEOUS (a) NON-ASSIGNABILITY. No Award shall be assignable or transferable (including pursuant to a pledge or security interest) other than by will or by laws of descent and distribution. (b) WITHHOLDING TAXES. Whenever payments under the Plan are to be made, the Company and/or the Subsidiary shall withhold therefrom an amount sufficient to satisfy any applicable governmental withholding tax requirements related thereto. (c) AMENDMENT OR TERMINATION OF THE PLAN. The Board may at any time and without notice to any corporate officer of the Company or a Subsidiary suspend, discontinue, revise, amend or terminate the Plan. (d) NON-UNIFORM DETERMINATIONS. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations and to establish non-uniform and selective Performance Goals. (e) OTHER PAYMENTS OR AWARDS. Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company, its Subsidiaries, or the Committee from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

---

4 (f) PAYMENTS TO OTHER PERSONS. If payments are legally required to be made to any person other than the person to whom any amount is available under the Plan, payments shall be made accordingly. Any such payment shall be a complete discharge of the liability of the Company, its Subsidiaries, and the Committee. (g) UNFUNDED PLAN. A Participant shall have no interest in any fund or specified asset of the Company or a Subsidiary. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company or its Subsidiaries and any Participant, beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive payments from the Company and its Subsidiaries under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company and its Subsidiaries. All payments to be made hereunder shall be paid from the general funds of the Company and its Subsidiaries and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts. The Plan is not intended to be an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended. (h) LIMITS OF LIABILITY. Neither the Company, its Subsidiaries, nor any member of the Board or of the Committee, nor any other person participating in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any good faith action taken or not taken under the Plan. (i) NO RIGHT TO EMPLOYMENT. Nothing contained in this Plan shall confer upon any Participant any right to continue in the employ or other service of the Company or a Subsidiary, or constitute any contract or limit in any way the right of the Company or a Subsidiary to change such person’s compensation or other benefits or to terminate the employment or other service of such person with or without cause. (j) INVALIDITY. If any term or provision contained herein shall to any extent be invalid or unenforceable, such term or provision shall be reformed so that it is valid and such invalidity or unenforceability shall not affect any other provision or part hereof. (k) APPLICABLE LAW. The Plan shall be governed by the laws of the State of Delaware as determined without regard to the conflict of law principles thereof. (l) SUCCESSORS. The obligations of the Company and its Subsidiaries under this Plan shall be binding upon any organization that shall succeed to all or substantially all of the Company’s or a Subsidiary’s assets.

---

Document

Exhibit 31.1

CERTIFICATIONS

I, James Williamson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Everest Group, Ltd;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 5, 2026

/S/ JAMES WILLIAMSON
James Williamson
President and
Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATIONS

I, Robert J. Freiling, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Everest Group, Ltd;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 5, 2026

/S/ ROBERT J. FREILING
Robert J. Freiling
Senior Vice President and
Chief Accounting Officer

Document

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 of Everest Group, Ltd., a company organized under the laws of Bermuda (the “Company”), filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. ss. 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 5, 2026

/S/ JAMES WILLIAMSON
James Williamson
President and
Chief Executive Officer		/S/ ROBERT J. FREILING
---
Robert J. Freiling
Senior Vice President and
Chief Accounting Officer