8-K

BERKLEY W R CORP (WRB)

8-K 2025-10-20 For: 2025-10-20
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): October 20, 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 third quarter of 2025. The press release was issued on October 20, 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 99.1wrb93020208-kex991.htmPress Release dated October 20, 2025

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: October 20, 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 Third Quarter 2025 Results

Net Income Increased 39.8% to $511.0 Million;

Return on Equity of 24.3% and Operating Return on Equity of 21.0%

Greenwich, CT, October 20, 2025 - W. R. Berkley Corporation (NYSE: WRB) today reported its third quarter 2025 results.

Summary Financial Data

(Amounts in thousands, except per share data)

Third Quarter Nine Months
2025 2024 2025 2024
Gross premiums written $ 3,836,256 $ 3,633,278 $ 11,497,964 $ 10,713,806
Net premiums written 3,226,930 3,057,276 9,711,672 9,035,346
Net income to common stockholders 511,032 365,634 1,329,892 1,180,014
Net income per diluted share 1.28 0.91 3.32 2.92
Operating income (1) 440,198 393,003 1,280,364 1,216,061
Operating income per diluted share (1) 1.10 0.98 3.20 3.01
Return on equity (2) 24.3 % 19.6 % 21.1 % 21.1 %
Operating return on equity (1) (2) 21.0 % 21.1 % 20.3 % 21.7 %

(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

Third quarter highlights included:

•Return on equity of 24.3% and operating return on equity of 21.0%.

•Net income grew 39.8% to $511.0 million.

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

•Gross and net premiums written grew to $3.8 billion and $3.2 billion, respectively.

•The current accident year combined ratio before catastrophe losses of 2.5 loss ratio points was 88.4%.

•The reported combined ratio was 90.9%, including current accident year catastrophe losses of $78.5 million.

•Net investment income of $351.2 million driven by core portfolio increase of 9.4%.

•Book value per share grew 5.8%, before dividends and share repurchases.

•Record common stockholders' equity of $9.8 billion.

Management commented:

The Company delivered strong third quarter results highlighted by a 24.3% return on beginning of year shareholders’ equity, reflecting continued strength in both underwriting and investment income. Book value per share increased 5.8%, before dividends and share repurchases.

Our decentralized structure and focus on specialty niche markets continue to differentiate us, enabling growth while maintaining rate adequacy and underwriting discipline. This approach resulted in another strong quarterly combined ratio of 90.9%.

Fixed-maturity investment income increased 9.8% over the corresponding period of 2024. The Company’s new money rate continues to exceed the book yield of our fixed-maturity securities. The strength of our operating cash flow continues to grow our investable assets and will continue to make a positive contribution to investment income.

Our disciplined underwriting, anchored in our focus on long-term risk-adjusted return, continues to drive superior performance across market cycles. We believe the Company remains well-positioned to create exceptional value for our shareholders throughout the remainder of 2025 and beyond.

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 October 20, 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. 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 a prolonged U.S. government shutdown on macroeconomic conditions; 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)

Third Quarter Nine Months
2025 2024 2025 2024
Revenues:
Net premiums written $ 3,226,930 $ 3,057,276 $ 9,711,672 $ 9,035,346
Change in net unearned premiums (70,548) (130,453) (444,724) (497,761)
Net premiums earned 3,156,382 2,926,823 9,266,948 8,537,585
Net investment income 351,238 323,756 1,090,833 1,015,723
Net investment gains (losses):
Net realized and unrealized gains (losses) on investments 78,800 (23,362) 125,044 (72,165)
Change in allowance for credit losses on investments 160 15,276 1,244 31,347
Net investment gains (losses) 78,960 (8,086) 126,288 (40,818)
Revenues from non-insurance businesses 150,335 128,610 408,083 375,307
Insurance service fees 30,924 28,666 92,610 81,583
Other income 397 610 1,681 1,804
Total Revenues 3,768,236 3,400,379 10,986,443 9,971,184
Expenses:
Loss and loss expenses 1,968,857 1,825,960 5,825,073 5,270,334
Other operating costs and expenses 975,333 943,365 2,964,550 2,704,890
Expenses from non-insurance businesses 144,176 124,885 392,976 364,612
Interest expense 31,760 31,720 95,265 95,156
Total expenses 3,120,126 2,925,930 9,277,864 8,434,992
Income before income tax 648,110 474,449 1,708,579 1,536,192
Income tax expense (136,141) (109,135) (378,551) (356,958)
Net Income before noncontrolling interests 511,969 365,314 1,330,028 1,179,234
Noncontrolling interest (937) 320 (136) 780
Net income to common stockholders $ 511,032 $ 365,634 $ 1,329,892 $ 1,180,014
Net income per share:
Basic $ 1.29 $ 0.92 $ 3.35 $ 2.95
Diluted $ 1.28 $ 0.91 $ 3.32 $ 2.92
Average shares outstanding (1):
Basic 397,220 398,338 397,056 400,302
Diluted 400,204 401,817 400,306 404,053

(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)

Third Quarter Nine Months
2025 2024 2025 2024
Insurance:
Gross premiums written $ 3,393,023 $ 3,219,128 $ 10,216,863 $ 9,501,027
Net premiums written 2,809,743 2,673,275 8,517,901 7,929,439
Net premiums earned 2,773,009 2,564,490 8,144,300 7,447,828
Pre-tax income 474,538 469,421 1,496,715 1,437,623
Loss ratio 63.9 % 63.1 % 63.9 % 63.0 %
Expense ratio 28.4 % 28.4 % 28.1 % 28.4 %
GAAP Combined ratio 92.3 % 91.5 % 92.0 % 91.4 %
Reinsurance & Monoline Excess:
Gross premiums written $ 443,233 $ 414,150 $ 1,281,101 $ 1,212,779
Net premiums written 417,187 384,001 1,193,771 1,105,907
Net premiums earned 383,373 362,333 1,122,648 1,089,757
Pre-tax income 144,008 105,225 391,687 357,299
Loss ratio 51.3 % 57.0 % 55.5 % 53.2 %
Expense ratio 29.8 % 29.7 % 29.1 % 29.5 %
GAAP Combined ratio 81.1 % 86.7 % 84.6 % 82.7 %
Corporate and Eliminations:
Net investment gains (losses) $ 78,960 $ (8,086) $ 126,288 $ (40,818)
Interest expense (31,760) (31,720) (95,265) (95,156)
Other expenses (17,636) (60,391) (210,846) (122,756)
Pre-tax income (loss) 29,564 (100,197) (179,823) (258,730)
Consolidated:
Gross premiums written $ 3,836,256 $ 3,633,278 $ 11,497,964 $ 10,713,806
Net premiums written 3,226,930 3,057,276 9,711,672 9,035,346
Net premiums earned 3,156,382 2,926,823 9,266,948 8,537,585
Pre-tax income 648,110 474,449 1,708,579 1,536,192
Loss ratio 62.4 % 62.4 % 62.9 % 61.7 %
Expense ratio 28.5 % 28.5 % 28.2 % 28.6 %
GAAP Combined ratio 90.9 % 90.9 % 91.1 % 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)

Third Quarter Nine Months
2025 2024 2025 2024
Net premiums written:
Other liability $ 1,092,550 $ 1,066,005 $ 3,419,802 $ 3,213,296
Short-tail lines (1) 663,017 592,913 1,969,507 1,768,355
Auto 416,956 413,260 1,254,788 1,170,020
Workers' compensation 330,181 302,179 1,011,679 939,243
Professional liability 307,039 298,918 862,125 838,525
Total Insurance 2,809,743 2,673,275 8,517,901 7,929,439
Casualty (2) 192,694 189,386 568,412 567,522
Property (2) 119,671 106,106 367,755 306,925
Monoline excess 104,822 88,509 257,604 231,460
Total Reinsurance & Monoline Excess 417,187 384,001 1,193,771 1,105,907
Total $ 3,226,930 $ 3,057,276 $ 9,711,672 $ 9,035,346
Current accident year losses from catastrophes:
Insurance $ 69,826 $ 76,848 $ 218,073 $ 190,931
Reinsurance & Monoline Excess 8,691 20,970 70,785 27,073
Total $ 78,517 $ 97,818 $ 288,858 $ 218,004
Net Investment income:
Core portfolio (3) $ 329,508 $ 301,146 $ 974,811 $ 962,293
Investment funds 5,421 4,741 59,713 868
Arbitrage trading account 16,309 17,869 56,309 52,562
Total $ 351,238 $ 323,756 $ 1,090,833 $ 1,015,723
Net realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments $ 69,210 $ (21,825) $ 31,877 $ (29,723)
Change in unrealized gains (losses) on equity securities 9,590 (1,537) 93,167 (42,442)
Total $ 78,800 $ (23,362) $ 125,044 $ (72,165)
Other operating costs and expenses:
Policy acquisition and insurance operating expenses $ 900,312 $ 835,376 $ 2,620,657 $ 2,438,905
Insurance service expenses 22,711 21,786 70,245 66,309
Net foreign currency (gains) losses (12,009) 24,619 62,765 1,324
Other costs and expenses 64,319 61,584 210,883 198,352
Total $ 975,333 $ 943,365 $ 2,964,550 $ 2,704,890
Cash flow from operations $ 1,139,860 $ 1,240,770 $ 2,587,484 $ 2,868,335
Reconciliation of net income to operating income (4):
Net income $ 511,032 $ 365,634 $ 1,329,892 $ 1,180,014
Pre-tax investment (gains) losses, net of related expenses (78,305) 8,086 (125,985) 40,818
Pre-tax net foreign currency (gains) losses (12,009) 24,619 62,765 1,324
Income tax expense (benefit) 19,480 (5,336) 13,692 (6,095)
Operating income after-tax $ 440,198 $ 393,003 $ 1,280,364 $ 1,216,061

(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)

September 30, 2025 December 31, <br>2024
Net invested assets (1) $ 32,815,947 $ 29,780,638
Total assets 43,715,217 40,448,635
Reserves for losses and loss expenses 21,757,035 20,368,030
Senior notes and other debt 1,829,511 1,831,158
Subordinated debentures 1,010,347 1,009,808
Common stockholders' equity (2) 9,798,892 8,395,111
Common stock outstanding (3) 379,877 380,066
Book value per share (4) 25.79 22.09
Tangible book value per share (4) 25.18 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 September 30, 2025, reflected in common stockholders' equity are after-tax unrealized investment losses of $177 million and unrealized currency translation losses of $329 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 nine months ended September 30, 2025, the Company repurchased 1,200,000 shares of its common stock for $73.8 million. During the three months ended September 30, 2025, the Company repurchased 350,000 shares of its common stock for $24.6 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

September 30, 2025

(Amounts in thousands, except percentages)

Carrying Value Percent of Total
Fixed maturity securities:
United States government and government agencies $ 3,478,237 10.6 %
State and municipal:
Special revenue 1,258,705 3.8 %
State general obligation 261,797 0.8 %
Local general obligation 225,190 0.7 %
Corporate backed 181,492 0.6 %
Pre-refunded 75,319 0.2 %
Total state and municipal 2,002,503 6.1 %
Mortgage-backed securities:
Agency 4,450,198 13.6 %
Commercial 331,629 0.9 %
Residential - Prime 188,034 0.6 %
Residential - Alt A 1,538 0.0 %
Total mortgage-backed securities 4,971,399 15.1 %
Asset-backed securities 3,831,174 11.7 %
Corporate:
Industrial 3,705,998 11.3 %
Financial 3,544,403 10.8 %
Utilities 1,252,731 3.8 %
Other 237,640 0.7 %
Total corporate 8,740,772 26.6 %
Foreign government 1,923,864 5.9 %
Total fixed maturity securities (1) 24,947,949 76.0 %
Equity securities available for sale:
Common stocks 721,950 2.2 %
Preferred stocks 660,482 2.0 %
Total equity securities available for sale 1,382,432 4.2 %
Cash and cash equivalents (2) 2,352,117 7.1 %
Investment funds 1,430,991 4.4 %
Real estate 1,305,299 4.0 %
Arbitrage trading account 1,070,304 3.3 %
Loans receivable 326,855 1.0 %
Net invested assets $ 32,815,947 100.0 %

(1)Total fixed maturity securities had an average rating of AA- and an average duration of 2.9 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.