8-K

BERKLEY W R CORP (WRB)

8-K 2025-07-21 For: 2025-07-21
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): July 21, 2025

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 second quarter of 2025. The press release was issued on July 21, 2025. 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 July 21, 2025

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: July 21, 2025

W. R. Berkley Corporation         6

EXHIBIT INDEX

Exhibit:

99.1         Press Release dated July 21, 2025

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 Second Quarter 2025 Results

Net Premiums Written Increased to a Record $3.4 Billion;

Return on Equity of 19.1% and Operating Return on Equity of 20.0%

Greenwich, CT, July 21, 2025 - W. R. Berkley Corporation (NYSE: WRB) today reported its second quarter 2025 results.

Summary Financial Data

(Amounts in thousands, except per share data)

Second Quarter Six Months
2025 2024 2025 2024
Gross premiums written $ 3,977,769 $ 3,717,772 $ 7,661,708 $ 7,080,528
Net premiums written 3,351,439 3,126,779 6,484,742 5,978,070
Net income to common stockholders 401,288 371,909 818,860 814,380
Net income per diluted share 1.00 0.92 2.05 2.01
Operating income (1) 420,486 410,171 840,442 823,058
Operating income per diluted share (1) 1.05 1.02 2.10 2.03
Return on equity (2) 19.1 % 20.0 % 19.5 % 21.8 %
Operating return on equity (1) (2) 20.0 % 22.0 % 20.0 % 22.1 %

(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 this quarter, 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

Second quarter highlights included:

•Return on equity of 19.1% and operating return on equity of 20.0%.

•Record net premiums written grew to $3.4 billion.

•The current accident year combined ratio before catastrophe losses of 3.2 loss ratio points was 88.4%.

•The reported combined ratio was 91.6%, including current accident year catastrophe losses of $99.2 million.

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

•Record net investment income of $379.3 million.

•Book value per share grew 6.8% in the quarter, before dividends.

•Total capital returned to shareholders was $223.8 million, consisting of $189.7 million of special dividends and $34.1 million of ordinary dividends.

•Record common stockholders' equity of $9.3 billion.

The Company commented:

Our strong performance continued into the second quarter of 2025, with an annualized return on beginning-of-year common stockholders' equity of 19.1%. Net income grew year-over-year, driven by higher underwriting gains and improved investment income, notwithstanding above-average industry catastrophe losses during the quarter. Book value per share grew 6.8%, before $223.8 million of capital returned to shareholders through special and ordinary dividends.

Our focus on business with the highest margin potential resulted in record quarterly net premiums written of $3.4 billion. Net investment income rose both year-over-year and sequentially to a quarterly record, fueled by higher yields on our expanding domestic fixed-maturity portfolio. The strength of our operating cash flow continues to drive growth in net investable assets, and our current new money rates remain comfortably above our average book yield, positioning us well for further investment income growth.

We continue to carefully manage the underwriting cycle in each market served by our specialized businesses. This disciplined approach has supported superior long-term, risk-adjusted returns and consistently lower volatility over decades. We remain confident in our ability to deliver exceptional value to shareholders throughout the remainder of 2025 and well into the future.

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 July 21, 2025, 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. 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 2025 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)

Second Quarter Six Months
2025 2024 2025 2024
Revenues:
Net premiums written $ 3,351,439 $ 3,126,779 $ 6,484,742 $ 5,978,070
Change in net unearned premiums (253,254) (280,364) (374,176) (367,308)
Net premiums earned 3,098,185 2,846,415 6,110,566 5,610,762
Net investment income 379,303 372,129 739,595 691,967
Net investment gains (losses):
Net realized and unrealized gains (losses) on investments 30,533 (60,306) 46,244 (48,803)
Change in allowance for credit losses on investments 440 1,794 1,084 16,070
Net investment gains (losses) 30,973 (58,512) 47,328 (32,733)
Revenues from non-insurance businesses 128,839 125,705 257,748 246,696
Insurance service fees 32,757 27,597 61,686 52,917
Other income 751 698 1,284 1,196
Total Revenues 3,670,808 3,314,032 7,218,207 6,570,805
Expenses:
Loss and loss expenses 1,955,424 1,780,596 3,856,216 3,444,374
Other operating costs and expenses 1,039,307 892,935 1,989,217 1,761,524
Expenses from non-insurance businesses 122,437 121,120 248,801 239,727
Interest expense 31,777 31,708 63,504 63,436
Total expenses 3,148,945 2,826,359 6,157,738 5,509,061
Income before income tax 521,863 487,673 1,060,469 1,061,744
Income tax expense (121,155) (115,788) (242,411) (247,824)
Net Income before noncontrolling interests 400,708 371,885 818,058 813,920
Noncontrolling interest 580 24 802 460
Net income to common stockholders $ 401,288 $ 371,909 $ 818,860 $ 814,380
Net income per share:
Basic $ 1.01 $ 0.93 $ 2.06 $ 2.03
Diluted $ 1.00 $ 0.92 $ 2.05 $ 2.01
Average shares outstanding (1):
Basic 397,016 400,273 396,972 401,295
Diluted 400,368 403,737 400,098 404,679

(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)

Second Quarter Six Months
2025 2024 2025 2024
Insurance:
Gross premiums written $ 3,606,887 $ 3,360,850 $ 6,823,840 $ 6,281,900
Net premiums written 3,013,703 2,810,448 5,708,158 5,256,163
Net premiums earned 2,728,784 2,484,569 5,371,291 4,883,338
Pre-tax income 512,672 490,053 1,022,177 968,202
Loss ratio 63.8 % 64.0 % 63.9 % 62.9 %
Expense ratio 28.3 % 28.4 % 28.0 % 28.4 %
GAAP Combined ratio 92.1 % 92.4 % 91.9 % 91.3 %
Reinsurance & Monoline Excess:
Gross premiums written $ 370,882 $ 356,922 $ 837,868 $ 798,628
Net premiums written 337,736 316,331 776,584 721,907
Net premiums earned 369,401 361,846 739,275 727,424
Pre-tax income 127,299 124,449 247,679 252,074
Loss ratio 57.7 % 52.8 % 57.7 % 51.3 %
Expense ratio 29.7 % 29.0 % 28.7 % 29.4 %
GAAP Combined ratio 87.4 % 81.8 % 86.4 % 80.7 %
Corporate and Eliminations:
Net investment gains (losses) $ 30,973 $ (58,512) $ 47,328 $ (32,733)
Interest expense (31,777) (31,708) (63,504) (63,436)
Other expenses (117,304) (36,609) (193,211) (62,363)
Pre-tax loss (118,108) (126,829) (209,387) (158,532)
Consolidated:
Gross premiums written $ 3,977,769 $ 3,717,772 $ 7,661,708 $ 7,080,528
Net premiums written 3,351,439 3,126,779 6,484,742 5,978,070
Net premiums earned 3,098,185 2,846,415 6,110,566 5,610,762
Pre-tax income 521,863 487,673 1,060,469 1,061,744
Loss ratio 63.1 % 62.6 % 63.1 % 61.4 %
Expense ratio 28.5 % 28.5 % 28.2 % 28.6 %
GAAP Combined ratio 91.6 % 91.1 % 91.3 % 90.0 %

(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)

Second Quarter Six Months
2025 2024 2025 2024
Net premiums written:
Other liability $ 1,218,988 $ 1,131,676 $ 2,327,253 $ 2,147,291
Short-tail lines (1) 706,298 643,101 1,306,490 1,175,442
Auto 448,678 408,178 837,832 756,760
Workers' compensation 340,891 332,432 681,498 637,064
Professional liability 298,848 295,061 555,085 539,606
Total Insurance 3,013,703 2,810,448 5,708,158 5,256,163
Casualty (2) 188,929 188,117 375,718 378,136
Property (2) 115,926 102,158 248,084 200,820
Monoline excess 32,881 26,056 152,782 142,951
Total Reinsurance & Monoline Excess 337,736 316,331 776,584 721,907
Total $ 3,351,439 $ 3,126,779 $ 6,484,742 $ 5,978,070
Current accident year losses from catastrophes:
Insurance $ 77,631 $ 86,632 $ 148,248 $ 114,082
Reinsurance & Monoline Excess 21,603 3,047 62,094 6,103
Total $ 99,234 $ 89,679 $ 210,342 $ 120,185
Net Investment income:
Core portfolio (3) $ 328,363 $ 329,971 $ 645,303 $ 661,147
Investment funds 27,268 25,476 54,291 (3,873)
Arbitrage trading account 23,672 16,682 40,001 34,693
Total $ 379,303 $ 372,129 $ 739,595 $ 691,967
Net realized and unrealized gains (losses) on investments:
Net realized (losses) gains on investments $ (33,097) $ 6,411 $ (37,333) $ (7,898)
Change in unrealized gains (losses) on equity securities 63,630 (66,717) 83,577 (40,905)
Total $ 30,533 $ (60,306) $ 46,244 $ (48,803)
Other operating costs and expenses:
Policy acquisition and insurance operating expenses $ 882,099 $ 811,997 $ 1,720,345 $ 1,603,529
Insurance service expenses 24,287 23,084 47,534 44,523
Net foreign currency losses (gains) 55,396 (10,118) 74,774 (23,295)
Other costs and expenses 77,525 67,972 146,564 136,767
Total $ 1,039,307 $ 892,935 $ 1,989,217 $ 1,761,524
Cash flow from operations $ 703,806 $ 881,330 $ 1,447,624 $ 1,627,565
Reconciliation of net income to operating income (4):
Net income $ 401,288 $ 371,909 $ 818,860 $ 814,380
Pre-tax investment (gains) losses, net of related expenses (30,973) 58,631 (47,328) 32,733
Pre-tax net foreign currency losses (gains) 55,396 (10,118) 74,774 (23,295)
Income tax benefit (5,225) (10,251) (5,864) (760)
Operating income after-tax $ 420,486 $ 410,171 $ 840,442 $ 823,058

(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 this quarter, 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)

June 30, 2025 December 31, <br>2024
Net invested assets (1) $ 31,577,384 $ 29,780,638
Total assets 42,658,057 40,448,635
Reserves for losses and loss expenses 21,496,123 20,368,030
Senior notes and other debt 1,831,638 1,831,158
Subordinated debentures 1,010,168 1,009,808
Common stockholders' equity (2) 9,294,537 8,395,111
Common stock outstanding (3) 379,385 380,066
Book value per share (4) 24.50 22.09
Tangible book value per share (4) 23.88 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.

(2)As of June 30, 2025, reflected in common stockholders' equity are after-tax unrealized investment losses of $249 million and unrealized currency translation losses of $324 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 six months ended June 30, 2025, the Company repurchased 850,000 shares of its common stock for $49.2 million. During the three months ended June 30, 2025, the Company did not repurchase any shares of its common stock. 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

June 30, 2025

(Amounts in thousands, except percentages)

Carrying Value Percent of Total
Fixed maturity securities:
United States government and government agencies $ 3,101,062 9.8 %
State and municipal:
Special revenue 1,353,385 4.3 %
State general obligation 284,130 0.9 %
Local general obligation 275,378 0.9 %
Corporate backed 184,200 0.6 %
Pre-refunded 77,477 0.2 %
Total state and municipal 2,174,570 6.9 %
Mortgage-backed securities:
Agency 3,787,350 12.0 %
Commercial 359,500 1.1 %
Residential - Prime 181,086 0.6 %
Residential - Alt A 1,723 0.0 %
Total mortgage-backed securities 4,329,659 13.7 %
Asset-backed securities 3,853,435 12.2 %
Corporate:
Industrial 3,672,546 11.6 %
Financial 3,452,175 11.0 %
Utilities 1,151,418 3.6 %
Other 482,637 1.5 %
Total corporate 8,758,776 27.7 %
Foreign government 1,875,654 6.0 %
Total fixed maturity securities (1) 24,093,156 76.3 %
Equity securities available for sale:
Common stocks 719,570 2.3 %
Preferred stocks 542,622 1.7 %
Total equity securities available for sale 1,262,192 4.0 %
Cash and cash equivalents (2) 2,076,351 6.6 %
Investment funds 1,492,258 4.7 %
Real estate 1,294,505 4.1 %
Arbitrage trading account 1,034,557 3.3 %
Loans receivable 324,365 1.0 %
Net invested assets $ 31,577,384 100.0 %

(1)Total fixed maturity securities had an average rating of AA- and an average duration of 2.8 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.