8-K

BERKLEY W R CORP (WRB)

8-K 2026-01-26 For: 2026-01-26
View Original
Added on April 08, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2026

Commission File Number 1-15202

W. R. BERKLEY CORPORATION      (Exact name of registrant as specified in its charter)

Delaware 22-1867895
(State or other jurisdiction of<br>incorporation or organization) (I.R.S. Employer Identification No.)
475 Steamboat Road Greenwich Connecticut 06830
(Address of principal executive offices) (Zip Code) (203) 629-3000
--- ---

(Registrant’s telephone number, including area code)

None
Former name, former address and former fiscal year, if changed since last report.

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

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

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

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

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

Title of Each Class Trading Symbol Name of Each Exchange<br>on Which Registered
Common Stock, par value $.20 per share WRB New York Stock Exchange
5.700% Subordinated Debentures due 2058 WRB-PE New York Stock Exchange
5.100% Subordinated Debentures due 2059 WRB-PF New York Stock Exchange
4.250% Subordinated Debentures due 2060 WRB-PG New York Stock Exchange
4.125% Subordinated Debentures due 2061 WRB-PH New York Stock Exchange

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

W. R. Berkley Corporation         2

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.     ☐

W. R. Berkley Corporation         3

Item 2.02 Results of Operations and Financial Condition.

Reference is made to the press release of W. R. Berkley Corporation (the “Company”) relating to the announcement of the Company’s results of operations for the fourth quarter of 2025. The press release was issued on January 26, 2026. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

W. R. Berkley Corporation         4

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release dated January 26, 2026

Exhibit 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

W. R. Berkley Corporation         5

SIGNATURES

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

W. R. BERKLEY CORPORATION

By: /s/ Richard M. Baio
Name: Richard M. Baio
Title: Executive Vice President -
Chief Financial Officer

Date: January 26, 2026

Document

NEWS<br>RELEASE
W. R. Berkley Corporation<br><br>475 Steamboat Road<br><br>Greenwich, Connecticut 06830<br><br>(203) 629-3000

FOR IMMEDIATE RELEASE     CONTACT:    Karen A. Horvath

Vice President - External

Financial Communications

(203) 629-3000

W. R. Berkley Corporation Reports Fourth Quarter and Full Year 2025 Results

Fourth Quarter Return on Equity of 21.4%;

Quarterly Pre-Tax Underwriting Income Grew 14.9% to a Record;

Record Annual Pre-Tax Underwriting Income of $1.2 Billion and Net Investment Income of $1.4 Billion

Greenwich, CT, January 26, 2026 - W. R. Berkley Corporation (NYSE: WRB) today reported its fourth quarter and full year 2025 results.

Summary Financial Data

(Amounts in thousands, except per share data)

Fourth Quarter Twelve Months
2025 2024 2025 2024
Gross premiums written $ 3,607,105 $ 3,497,284 $ 15,105,069 $ 14,211,090
Net premiums written 2,999,655 2,936,750 12,711,327 11,972,096
Net income to common stockholders 449,511 576,101 1,779,403 1,756,115
Net income per diluted share 1.13 1.44 4.45 4.36
Operating income (1) 449,574 410,437 1,729,408 1,626,497
Operating income per diluted share (1) 1.13 1.02 4.33 4.03
Return on equity (2) 21.4 % 30.9 % 21.2 % 23.6 %
Operating return on equity (1) (2) 21.4 % 22.0 % 20.6 % 21.8 %

(1)Operating income is a non-GAAP financial measure defined by the Company as net income excluding after-tax net investment gains (losses) and related expenses and after-tax net foreign currency gains (losses). Commencing with the second quarter of 2025, the Company’s 2024 financial information has been restated to exclude after-tax net foreign currency gains (losses) from operating income to conform with this presentation.

(2)Return on equity and operating return on equity represent net income and operating income, respectively, expressed on an annualized basis as a percentage of beginning of year common stockholders’ equity.

W. R. Berkley Corporation        2

Fourth quarter highlights included:

•Return on equity of 21.4%.

•Book value per share grew 5.2%, before dividends and share repurchases.

•Record pre-tax underwriting income grew 14.9% to $338 million.

•Operating income grew 9.5% to a record of $450 million.

•The current accident year combined ratio before catastrophe losses of 1.5 loss ratio points was 87.9%, and the reported combined ratio was 89.4%.

•Average rate increases excluding workers' compensation were approximately 7.1%.

•Total capital returned to shareholders was $608.3 million, consisting of $377.9 million of special dividends, $196.4 million of share repurchases and $34.0 million of regular dividends.

Full year highlights included:

•Return on equity of 21.2%.

•Book value per share grew 26.7%, before dividends and share repurchases.

•Record gross and net premiums written grew to $15.1 billion and $12.7 billion, respectively.

•Record annual pre-tax underwriting income grew to $1.2 billion.

•Net investment income grew 7.2% to a record of $1.4 billion.

•Net income and operating income grew to records of $1.8 billion and $1.7 billion, respectively.

•Average rate increases excluding workers' compensation were approximately 7.6%.

•Total capital returned to shareholders was $970.5 million, consisting of $567.6 million of special dividends, $270.2 million of share repurchases and $132.7 million of regular dividends.

Management commented:

The fourth quarter marked another period of strong results, with a 21.4% return on beginning‑of‑year stockholders’ equity that culminated in a 21.2% return for the full year. The Company's performance reflected record underwriting income and net income for the fifth consecutive year, and record investment income for the fourth. Book value per share rose 5.2% in the quarter and 26.7% for the year, before returning $608 million and $971 million to stockholders, respectively, through dividends and share repurchases.

Full‑year net premiums written increased to a record $12.7 billion. Our focus on profitable growth by maintaining rate adequacy and underwriting discipline resulted in strong combined ratios of 89.4% for the quarter and 90.7% for the year. We expect that the margins available to us will continue to be excellent, with select areas of opportunity persisting in 2026.

Fixed‑maturity investment income grew 13.3% in the quarter. Investment income is positioned for continued growth with new-money rates above book yield and robust operating cash flows.

In the current environment, effective capital management is an important part of our responsibility. In 2025, we repurchased over four million shares, including 2.9 million in the fourth quarter, and paid the largest special dividends in our history. Our priority remains long-term value creation, and we will continue to return excess capital to shareholders in a disciplined and thoughtful manner as strong earnings rapidly generate additional excess capital.

Our focus on long-term risk-adjusted return continues to drive superior performance across market cycles. We remain confident in our ability to exceed our 15% after‑tax return on beginning equity.

W. R. Berkley Corporation        3

Webcast Conference Call

The Company will hold its quarterly conference call with analysts and investors to discuss its earnings and other information on January 26, 2026, at 5:00 p.m. eastern time. The conference call will be webcast live on the Company's website at https://ir.berkley.com/events-and-presentations/default.aspx. Please log on early to register. A replay of the webcast will be available on the Company's website approximately two hours after the end of the conference call. Additional financial information can be found on the Company's website at https://ir.berkley.com/investor-relations/financial-information/quarterly-results/default.aspx.

About W. R. Berkley Corporation

Founded in 1967, W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates worldwide in two segments of the property casualty business: Insurance and Reinsurance & Monoline Excess.

W. R. Berkley Corporation        4

Forward Looking Information

This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including statements related to our outlook for the industry and for our performance for the year 2025 and beyond, are based upon the Company’s historical performance and on current plans, estimates and expectations. Forward-looking statements are generally, although not always, identified by words such as "may," "should," "expects," "provides," "anticipates," "assumes," "can," "will," "meets," "could," "likely,"

"intends," "might," "predicts," "seeks," "would," "believes," "estimates," "plans," "continues," or similar expressions. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. They are subject to various risks and uncertainties, including but not limited to: the cyclical nature of the property casualty industry; the impact of significant competition, including new entrants to the industry; the long-tail and potentially volatile nature of the insurance and reinsurance business; product demand and pricing; claims development and the process of estimating reserves; investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, foreign governmental bonds, municipal bonds, mortgage-backed securities, loans receivable, investment funds, including real estate, merger arbitrage, energy-related and private equity investments; the effects of emerging claim and coverage issues; the uncertain nature of damage theories and loss amounts, including claims for cybersecurity-related risks; natural and man-made catastrophic losses, including as a result of terrorist activities; the impact of climate change, which may alter the frequency and increase the severity of catastrophe events; general economic and market activities, including inflation, the risk of recession, changing interest rates, the impact of tariffs and volatility in the credit and capital markets; the impact of the conditions in the financial markets and the global economy, and the potential effect of legislative, regulatory, accounting or other initiatives taken in response, on our results and financial condition; cyber security breaches of our information technology systems and the information technology systems of our vendors and other third parties; the use of artificial intelligence technologies by us or third-parties on which we rely could expose us to technological, security, legal, and other risks; the risk of future pandemics, as well as continuing effects of the COVID-19 pandemic; foreign currency and political risks relating to our international operations; our ability to attract and retain key personnel and qualified employees; continued availability of capital and financing; the success of our new ventures or acquisitions and the availability of other opportunities; the availability of reinsurance; our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2019; the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us; other legislative and regulatory developments, including those related to business practices in the insurance industry; credit risk related to our policyholders, independent agents and brokers; changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; the availability of dividends from our insurance company subsidiaries; the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties could cause our actual results for the year 2026 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

#

W. R. Berkley Corporation        5

Consolidated Financial Summary

(Amounts in thousands, except per share data)

Fourth Quarter Twelve Months
2025 2024 2025 2024
Revenues:
Net premiums written $ 2,999,655 $ 2,936,750 $ 12,711,327 $ 11,972,096
Change in net unearned premiums 180,335 74,151 (264,389) (423,611)
Net premiums earned 3,179,990 3,010,901 12,446,938 11,548,485
Net investment income 338,234 317,438 1,429,067 1,333,161
Net investment gains:
Net realized and unrealized gains on investments 5,625 151,903 130,670 79,738
Change in allowance for credit losses on investments 306 6,623 1,550 37,970
Net investment gains 5,931 158,526 132,220 117,708
Revenues from non-insurance businesses 169,337 152,706 577,420 528,012
Insurance service fees 25,901 27,352 118,511 108,935
Other income 2,020 645 3,700 2,451
Total Revenues 3,721,413 3,667,568 14,707,856 13,638,752
Expenses:
Loss and loss expenses 1,946,584 1,861,261 7,771,657 7,131,595
Other operating costs and expenses 1,012,284 897,416 3,976,834 3,602,306
Expenses from non-insurance businesses 158,954 148,839 551,930 513,451
Interest expense 31,627 31,751 126,892 126,907
Total expenses 3,149,449 2,939,267 12,427,313 11,374,259
Income before income tax 571,964 728,301 2,280,543 2,264,493
Income tax expense (117,213) (152,958) (495,764) (509,916)
Net Income before noncontrolling interests 454,751 575,343 1,784,779 1,754,577
Noncontrolling interest (5,240) 758 (5,376) 1,538
Net income to common stockholders $ 449,511 $ 576,101 $ 1,779,403 $ 1,756,115
Net income per share:
Basic $ 1.13 $ 1.45 $ 4.48 $ 4.39
Diluted $ 1.13 $ 1.44 $ 4.45 $ 4.36
Average shares outstanding (1):
Basic 396,707 398,042 396,968 399,734
Diluted 399,135 400,888 399,861 403,224

(1)Basic shares outstanding consist of the weighted average number of common shares outstanding during the period (including shares held in a grantor trust). Diluted shares outstanding consist of the weighted average number of basic and common equivalent shares outstanding during the period.

W. R. Berkley Corporation        6

Business Segment Operating Results

(Amounts in thousands, except ratios) (1)

Fourth Quarter Twelve Months
2025 2024 2025 2024
Insurance:
Gross premiums written $ 3,248,634 $ 3,161,104 $ 13,465,496 $ 12,662,132
Net premiums written 2,665,812 2,620,112 11,183,713 10,549,550
Net premiums earned 2,791,728 2,638,481 10,936,028 10,086,308
Pre-tax income 530,530 504,460 2,027,244 1,942,083
Loss ratio 62.5 % 62.2 % 63.5 % 62.8 %
Expense ratio 28.1 % 28.3 % 28.2 % 28.4 %
GAAP Combined ratio 90.6 % 90.5 % 91.7 % 91.2 %
Reinsurance & Monoline Excess:
Gross premiums written $ 358,471 $ 336,180 $ 1,639,573 $ 1,548,958
Net premiums written 333,843 316,638 1,527,614 1,422,546
Net premiums earned 388,262 372,420 1,510,910 1,462,177
Pre-tax income 125,852 109,296 517,538 466,595
Loss ratio 51.9 % 58.9 % 54.6 % 54.7 %
Expense ratio 29.1 % 29.5 % 29.1 % 29.4 %
GAAP Combined ratio 81.0 % 88.4 % 83.7 % 84.1 %
Corporate and Eliminations:
Net investment gains $ 5,931 $ 158,526 $ 132,220 $ 117,708
Interest expense (31,627) (31,751) (126,892) (126,907)
Other expenses (58,722) (12,230) (269,567) (134,986)
Pre-tax (loss) income (84,418) 114,545 (264,239) (144,185)
Consolidated:
Gross premiums written $ 3,607,105 $ 3,497,284 $ 15,105,069 $ 14,211,090
Net premiums written 2,999,655 2,936,750 12,711,327 11,972,096
Net premiums earned 3,179,990 3,010,901 12,446,938 11,548,485
Pre-tax income 571,964 728,301 2,280,543 2,264,493
Loss ratio 61.2 % 61.8 % 62.4 % 61.8 %
Expense ratio 28.2 % 28.4 % 28.3 % 28.5 %
GAAP Combined ratio 89.4 % 90.2 % 90.7 % 90.3 %

(1)Loss ratio is losses and loss expenses incurred expressed as a percentage of premiums earned. Expense ratio is underwriting expenses expressed as a percentage of premiums earned. GAAP combined ratio is the sum of the loss ratio and the expense ratio.

W. R. Berkley Corporation        7

Supplemental Information

(Amounts in thousands)

Fourth Quarter Twelve Months
2025 2024 2025 2024
Net premiums written:
Other liability $ 1,081,738 $ 1,063,789 $ 4,501,540 $ 4,277,085
Short-tail lines (1) 612,648 581,260 2,582,155 2,349,615
Auto 399,979 384,279 1,654,767 1,554,299
Workers' compensation 271,394 304,431 1,283,073 1,243,674
Professional liability 300,053 286,353 1,162,178 1,124,877
Total Insurance 2,665,812 2,620,112 11,183,713 10,549,550
Casualty (2) 171,640 170,720 740,052 738,242
Property (2) 117,665 105,735 485,420 412,661
Monoline excess 44,538 40,183 302,142 271,643
Total Reinsurance & Monoline Excess 333,843 316,638 1,527,614 1,422,546
Total $ 2,999,655 $ 2,936,750 $ 12,711,327 $ 11,972,096
Current accident year losses from catastrophes:
Insurance $ 42,218 $ 35,645 $ 260,290 $ 226,576
Reinsurance & Monoline Excess 5,353 43,973 76,139 71,046
Total $ 47,571 $ 79,618 $ 336,429 $ 297,622
Net Investment income:
Core portfolio (3) $ 352,267 $ 312,785 $ 1,327,078 $ 1,275,079
Investment funds (32,131) (12,358) 27,582 (11,491)
Arbitrage trading account 18,098 17,011 74,407 69,573
Total $ 338,234 $ 317,438 $ 1,429,067 $ 1,333,161
Net realized and unrealized gains on investments:
Net realized gains (losses) on investments $ 2,455 $ (11,339) $ 34,333 $ (41,061)
Change in unrealized gains on equity securities 3,170 163,242 96,337 120,799
Total $ 5,625 $ 151,903 $ 130,670 $ 79,738
Other operating costs and expenses:
Policy acquisition and insurance operating expenses $ 895,867 $ 855,997 $ 3,516,524 $ 3,294,902
Insurance service expenses 24,129 24,331 94,374 90,640
Net foreign currency losses (gains) 5,241 (53,699) 68,006 (52,376)
Other costs and expenses 87,047 70,787 297,930 269,140
Total $ 1,012,284 $ 897,416 $ 3,976,834 $ 3,602,306
Cash flow from operations $ 995,132 $ 810,033 $ 3,582,616 $ 3,678,368
Reconciliation of net income to operating income:
Net income $ 449,511 $ 576,101 $ 1,779,403 $ 1,756,115
Pre-tax investment gains, net of related expenses (5,231) (158,526) (131,890) (117,708)
Pre-tax net foreign currency losses (gains) 5,241 (53,699) 68,006 (52,376)
Income tax expense 53 46,561 13,889 40,466
Operating income after-tax (4) $ 449,574 $ 410,437 $ 1,729,408 $ 1,626,497

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

(2)Includes reinsurance casualty and property and certain program management business.

(3)Core portfolio includes fixed maturity securities, equity securities, cash and cash equivalents, real estate and loans receivable.

(4)Operating income is a non-GAAP financial measure defined by the Company as net income excluding after-tax net investment gains (losses) and after tax net foreign currency gains (losses). Net investment gains (losses) are computed net of related expenses, including performance-based compensatory costs associated with realized investment gains. Commencing with the second quarter of 2025, the Company’s 2024 financial information has been restated to exclude after-tax net foreign currency gains (losses) from operating income to conform with this presentation. Management believes this measurement provides a useful indicator of trends in the Company’s underlying operations.

W. R. Berkley Corporation        8

Selected Balance Sheet Information

(Amounts in thousands, except per share data)

December 31, 2025 December 31, <br>2024
Net invested assets (1) $ 33,173,381 $ 29,780,638
Total assets 44,071,071 40,567,268
Reserves for losses and loss expenses 22,207,773 20,368,030
Senior notes and other debt 1,829,198 1,831,158
Subordinated debentures 1,010,527 1,009,808
Common stockholders' equity (2) 9,700,818 8,395,111
Common stock outstanding (3) 377,156 380,066
Book value per share (4) 25.72 22.09
Tangible book value per share (4) 25.11 21.46

(1)Net invested assets include investments, cash and cash equivalents, trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases, net of related liabilities.

(2)As of December 31, 2025, reflected in common stockholders' equity are after-tax unrealized investment losses of $125 million and unrealized currency translation losses of $326 million. As of December 31, 2024, reflected in common stockholders' equity are after-tax unrealized investment losses of $517 million and unrealized currency translation losses of $417 million.

(3)During the year ended December 31, 2025, the Company repurchased 4,069,026 shares of its common stock for $270.2 million. During the three months ended December 31, 2025, the Company repurchased 2,869,026 shares of its common stock for $196.4 million. The number of shares of common stock outstanding excludes shares held in a grantor trust.

(4)Book value per share is total common stockholders’ equity divided by the number of common shares outstanding. Tangible book value per share is total common stockholders’ equity excluding the after-tax value of goodwill and other intangible assets divided by the number of common shares outstanding.

W. R. Berkley Corporation        9

Investment Portfolio

December 31, 2025

(Amounts in thousands, except percentages)

Carrying Value Percent of Total
Fixed maturity securities:
United States government and government agencies $ 3,998,038 12.0 %
State and municipal:
Special revenue 1,184,446 3.6 %
State general obligation 231,928 0.7 %
Local general obligation 216,429 0.7 %
Corporate backed 158,375 0.5 %
Pre-refunded 74,784 0.2 %
Total state and municipal 1,865,962 5.7 %
Mortgage-backed securities:
Agency 4,332,523 13.1 %
Commercial 285,170 0.9 %
Residential - Prime 191,201 0.5 %
Residential - Alt A 1,422 0.0 %
Total mortgage-backed securities 4,810,316 14.5 %
Asset-backed securities 3,810,346 11.5 %
Corporate:
Industrial 3,648,534 11.0 %
Financial 3,483,068 10.5 %
Utilities 1,314,221 3.9 %
Other 241,588 0.7 %
Total corporate 8,687,411 26.1 %
Foreign government 1,875,589 5.6 %
Total fixed maturity securities (1) 25,047,662 75.4 %
Equity securities available for sale:
Common stocks 742,113 2.2 %
Preferred stocks 616,088 1.9 %
Total equity securities available for sale 1,358,201 4.1 %
Cash and cash equivalents (2) 2,485,952 7.5 %
Investment funds 1,361,802 4.1 %
Real estate 1,279,748 3.9 %
Arbitrage trading account 1,221,103 3.7 %
Loans receivable 418,913 1.3 %
Net invested assets $ 33,173,381 100.0 %

(1)Total fixed maturity securities had an average rating of AA- and an average duration of 3.0 years, including cash and cash equivalents.

(2)Cash and cash equivalents includes trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases.