Arch Capital Group (ACGL) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A154 rewritten49 added49 removed395 unchanged
All filing items2,206 rewritten922 added718 removed4,904 unchanged
Summary
counted, not written
- Item 1A lists 40 risk factor headings: 1 new, 6 reworded and 33 unchanged since FY2024. 1 heading from FY2024 no longer appears.
- Sentence by sentence, 922 added, 718 removed, 2,206 rewritten and 4,904 unchanged across 22 items that differ.
New Item 1A headings (1)
- Certain U.S. policies and actions have created geopolitical risks which are not possible to manage or predict, some of which may result in uncertainty in the global markets.
Removed Item 1A headings (1)
- We could be materially impacted by a cyber attack, data breach, ransomware, phishing, social engineering or other cybersecurity incident resulting in loss of business data, personal data and other confidential or secret information, a disruption in our business operations, regulatory or other legal action, and fines.
Reworded Item 1A headings (6)
- The effects of inflation, trade and tariff disputes and
[removed: global recessionary and]other economic conditions impact the insurance and reinsurance industry in ways which may negatively impact our business, financial condition and results of operations. - Claims for natural
[removed: and man-made]catastrophic events could cause large losses and substantial volatility in our results of operations and could have a material adverse effect on our financial position and results of operations. - Our
[removed: insurance and][added: insurance,] reinsurance [added: and mortgage] subsidiaries are subject to supervision and regulation. Changes to existing regulation and supervisory standards, or failure to comply with applicable requirements, could adversely affect our business and results of operation. [removed: The imposition of sanctions][added: Sanctions imposed] by the U.S., U.K. and EU on Russia and Russia-related businesses[removed: has][added: have] impacted certain sectors in which we write business.- Our information technology systems and our pace of adoption of new technologies,
[removed: such as generative][added: including] AI, may not be adequate to meet the demands of our customers or impact negatively our ability to compete with our peers. - The implementation of the Basel III Capital Accord and FHFA’s Enterprise
[removed: Regulator][added: Regulatory] Capital Framework may adversely affect the use of mortgage insurance and [added: SRT and] CRT opportunities.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
154 rewritten, 49 added, 49 removed, 395 unchanged
| ARCH CAPITAL | | | [removed: 43] [added: 46] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
*•*The effects of inflation, trade and tariff disputes and [removed: global recessionary and] other economic conditions impact the insurance and reinsurance industry in ways which may negatively impact our business, financial condition and results of operations.
[removed: - Claims] [added: *•*Claims] for natural [removed: and man-made] catastrophic events could cause large losses and substantial volatility in our results of operations and could have a material adverse effect on our financial position and results of operations.
- Our [removed: insurance and] [added: insurance,] reinsurance [added: and mortgage] subsidiaries are subject to supervision and regulation.
[removed: Changes to existing regulation and supervisory standards, or failure to comply] with applicable requirements, could adversely affect our business and results of operations.
[removed: - The imposition of sanctions] [added: *•*Sanctions imposed] by the U.S., U.K. and EU on Russia and Russia-related businesses [removed: has] [added: have] impacted certain sectors in which we write business.
- The availability of reinsurance, retrocessional coverage and capital market transactions to limit our exposure to risks may be limited, and counterparty credit and other risks associated with our reinsurance arrangements may result in losses which could adversely affect our financial condition [added: and results of operations.]
*•*Our information technology systems and our pace of adoption of new technologies, [removed: such as generative] [added: including] AI, may not be adequate to meet the demands of our customers or impact negatively our ability to compete with our peers.
| ARCH CAPITAL | | | [removed: 44] [added: 47] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
- The determination of the amount of current expected credit losses (“CECL”) allowances taken on our investments is highly subjective and could materially [removed: impact our results of operations or financial position.]
- The implementation of the Basel III Capital Accord and [removed: Federal Housing Finance Agency (“FHFA”)’s] [added: FHFA’s] Enterprise [removed: Regulator] [added: Regulatory] Capital Framework may adversely affect the use of mortgage insurance and [added: SRT and] CRT opportunities.
[removed: Risk] [added: Risks] Relating to Our Company
- We [removed: expect to become] [added: are] subject to increased taxation in Bermuda as a result of the [removed: recently adopted] Bermuda CIT Act, [added: effective January 1, 2025] and may become subject to increased taxation in other countries as a result of the implementation of the OECD's plan on “Base Erosion and Profit Shifting.”
| ARCH CAPITAL | | | [removed: 45] [added: 48] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
See [removed: [“Competition”](#i8f00ce33b17040b5b34e6d7060c3031e_37)] [added: [“Competition”](#ia9272e3e2bc5421692979288babc2766_40)] in Item 1 for details on our competitors in each of the major segments we operate in.
Continued increases in the supply of insurance and reinsurance may have consequences for us, including fewer contracts written, lower [added: New Insurance Written (“NIW”), lower] premium rates, increased expenses for customer acquisition and retention, and less favorable policy terms and conditions.
*The effects of inflation, trade and tariff disputes and [removed: global recessionary and] other economic conditions impact the insurance and reinsurance industry in ways which may negatively impact our business, financial condition and results of operations.*
While our business has not been directly impacted by the [added: existing and] proposed Trump administration tariffs on imported goods, there may be a ripple effect on how these impact certain industries where we provide insurance or reinsurance.
It is too early to determine the long-term effect, if any, of the Trump administration tariff policy, but sustained escalation of tariffs and trade disputes may result in a global economic slowdown which impacts [added: us and] our clients.
| ARCH CAPITAL | | | [removed: 46] [added: 49] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
*Claims for natural [removed: and man-made] catastrophic events could cause large losses and substantial volatility in our results of operations and could have a material adverse effect on our financial position and results of operations.*
We have large aggregate exposures to natural [removed: and man-made] catastrophic events.
Natural catastrophes can be caused by various events, including hurricanes, floods, wildfires, tsunamis, windstorms, earthquakes, hailstorms, tornadoes, [removed: explosions,] severe winter weather, fires, droughts and other natural disasters.
Although the loss experience of catastrophe insurers and reinsurers has historically been characterized as low frequency, climate change has impacted the frequency and severity of extreme weather events and natural catastrophes such as hurricanes, tornado activity, other windstorms, floods, wildfires and [removed: droughts in recent years and may continue to increase in the future.]
| ARCH CAPITAL | | | [removed: 47] [added: 50] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
[removed: As a result, the occurrence of one or more catastrophic events and the] continuation and worsening of recent trends could have an adverse effect on our results of operations and financial condition.
*Our [removed: insurance and] [added: insurance,] reinsurance [added: and mortgage] subsidiaries are subject to supervision and regulation.
See [removed: [“Regulation”](#i8f00ce33b17040b5b34e6d7060c3031e_43)] [added: [“Regulation”](#ia9272e3e2bc5421692979288babc2766_46)] in Item 1.
[removed: Regulatory] [added: Local and regulatory] authorities also may seek to exercise their supervisory or enforcement authority in new or more extensive ways, such as imposing increased capital [removed: requirements.][added: requirements or limiting or impeding the oversight that we are able to exercise over our subsidiaries.]
[removed: It] [added: Additionally, it] is possible that requirements or guidance under one [removed: jurisdiction, such as the U.S.,] [added: jurisdiction] may be contradictory or divergent from requirements or guidance in other jurisdictions where we [removed: operate such as the EU.][added: operate.]
[removed: Any of these actions, if they occur,] [added: Regulatory fragmentation] could affect the competitive market, how we are regulated and the way we conduct our business and manage our capital and could result in lower revenues and higher costs.
Governments, regulators, legislators and influential non-governmental organizations [added: (“NGOs”)] continue to [removed: focus on enacting] [added: develop] laws, regulations and other requirements [removed: relating] [added: related] to climate change.
[removed: Regulator] [added: Regulatory] and shareholder [removed: focus on] [added: scrutiny of potential] “greenwashing” also continues.
We are subject to [removed: some of] these [removed: changing laws, regulations] [added: evolving] and [removed: public] [added: often unpredictable requirements and] policy debates, which are difficult to [removed: predict and] [added: forecast or] quantify and may [removed: have an adverse impact on] [added: adversely affect] our business.
Legislative [removed: and] [added: or] regulatory [removed: initiatives and] [added: actions, as well as] court decisions following major catastrophes, could [removed: force expansion of certain] [added: require broader] insurance [removed: coverages for catastrophe claims] [added: coverage] or otherwise [removed: adversely] [added: negatively] impact our [removed: business.][added: operations.]
[removed: The] [added: Proposed changes by the] European Commission [removed: recently proposed changes to sustainability reporting requirements which] may [removed: impact] [added: further affect] our [removed: reporting] obligations.
We cannot predict how these [removed: proposals] or other [removed: changes in] [added: evolving] sustainability requirements [removed: in any of the] [added: across our] jurisdictions [removed: in which we operate] will impact our operations, customers [removed: and] [added: or] shareholders.
Our efforts to address these [removed: exposures are based in part] [added: risks rely] on [removed: the outcomes of our loss mitigation measures and] [added: loss‑mitigation measures,] risk modeling, [removed: our financial] [added: operating] results [removed: of operations] and [removed: our communications] [added: engagement] with [removed: our] customers and shareholders.
We [removed: also] continue to monitor [removed: changes across our] industry and [removed: geographies] [added: geographic developments,] and [removed: the] [added: our] Board [added: regularly] considers these [removed: exposures regularly.][added: exposures.]
[removed: We] [added: Although we] may [removed: make] [added: take] strategic [removed: business decisions to address or respond] [added: actions in response] to [removed: some of the] legal and policy [removed: changes relating to climate change, but] [added: changes,] there is no assurance [removed: that] these [removed: decisions] [added: actions] will [removed: adequately] [added: fully] address [removed: these exposures] [added: the risks] or [removed: that they will not result in a] [added: avoid] material adverse [removed: effect] [added: effects] on our [removed: results of operations,] [added: results,] financial condition or share price.
*•*We operate in a highly competitive environment, and we may not be able to compete successfully in our industry.
Changes to existing regulation and supervisory standards, or failure to comply
- Certain U.S. policies and actions have created geopolitical risks which are not possible to manage or predict, some of which may result in uncertainty in the global markets.
impact our results of operations or financial position.
droughts in recent years and may continue to increase in the future.
As a result, the occurrence of one or more catastrophic events and the
Examples include disclosure requirements relating to climate change and sustainability.
In addition, climate‑related regulatory changes or our own strategic responses to climate risks could increase our operating costs or reduce premiums in certain business lines.
We are subject to CSRD and other EU and U.K. climate‑related disclosure regulations, which require more extensive reporting than current U.S. rules.
The prolonged war has impacted the global energy sector and resulted in general increase in risks worldwide.
*Certain U.S. policies and actions have created geopolitical risks which are not possible to manage or predict, some of which may result in uncertainty in the global markets.*
Recent U.S. policies and actions, such as actions relating to Venezuela and Greenland, may jeopardize certain global alliances and create geopolitical uncertainty.
While the long-term impact of these policies is currently unknown, these policies and other geopolitical tensions have resulted in, or could result in, volatile global capital markets, sanctions, trade restrictions and harm countries’ relationships.
coverages, and (ii) an industry aggregate retention of $53.4 billion.
As a
forum may also arise.
While we believe AI presents significant opportunities to support our strategic goals, we may not be successful in implementing AI technologies.
It is possible that any AI we use does not perform as anticipated, suffers from “hallucinations” or that its outputs may not be as expected or may result in unlawful discrimination, which may put us at a competitive disadvantage, result in reputational damage and regulatory fines and actions.
Additionally, the regulatory landscape surrounding traditional AI and generative AI is evolving, and the expanded use of these technologies may become subject to regulatory scrutiny under new or existing laws.
Moreover, the intellectual property and ownership rights associated with both forms of artificial intelligence have not been fully addressed by courts in the U.S. or in other jurisdictions that we operate in.
We established the Artificial Intelligence Governance and Oversight Committee (“AIGOC”) to evaluate and approve new AI use cases and issue and oversee our Company’s Artificial Intelligence Policy.
While we believe the AIGOC and our larger AI governance framework is responsive to new risks and regulations, failure to comply with the applicable AI-related regulations could result in fines, penalties, litigation, or restrictions on our business operations.
These outcomes may have a materially adverse effect on our business or financial condition.
remediation costs, increased insurance premiums, employee dissatisfaction and/or monetary fines, penalties or litigation, any of which could adversely affect our business.
See Item 1C, “[Cybersecurity](#ia9272e3e2bc5421692979288babc2766_73)” for additional information.
preferences and privileges that are senior to those of our outstanding securities.
Our operational risks include the ongoing obligation to comply with applicable laws, regulations, regulatory expectations, and legal standards across all jurisdictions where Arch conducts business.
business, information technology or information security failures and failure to train employees appropriately or adequately.
imposed by the U.S., U.K. and EU which impact our business.
“terminated” or 100% collateral upon the entry of an order of rehabilitation, liquidation or conservation against a ceding insurer.
Changes in underwriting standards, loan terms or credit evaluation methodologies (including those driven by the GSEs, regulators or market competition) could result in a higher‑ risk mortgage insurance portfolio and increase the frequency and severity of claims, which could have a material adverse effect on our business, results of operation and financial condition.
Inflated home prices followed by a decline in home values could significantly decrease a borrower’s equity in their home,
Changes to credit scoring models, data inputs or evaluation frameworks could result in borrowers being assessed as lower risk than their actual performance ultimately reflect, increasing uncertainty in default and claim performance due to model changes.
Passage and timing of any comprehensive GSE reform or incremental
In September 2025, Federal Reserve Vice Chair for Supervision, Michelle Bowman, stated that the U.S. bank regulators are working toward unveiling a revised Basel III Endgame by early 2026.
She indicated that the revised proposal would be more “industry friendly” than prior versions, though the timing, requirements, and implementation of the reproposed rule remain uncertain.
While some countries outside of the EU have begun implementing the Basel III Endgame, both the U.K. and the EU have announced that the start of implementation will be delayed until January 1, 2027.
In addition, the U.K. is considering applying different rules for smaller banks, and the EU is consulting on proposals to amend the EU Securitization Regulation (“SECR”) and Capital Requirements Regulation (“CRR”), which implement the Basel III Endgame.
The proposed SECR and CRR amendments improve the capital relief EU banks receive from insurance-based SRT transactions in which the Company participates.
The timing, requirements, and implementation of the final rules remain uncertain and subject to continued debate, which could negatively impact the capital relief afforded by the protection we provide and the volume of insurance-based SRT transactions in the EU.
- We operate in a highly competitive environment.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
and results of operations.
- We and our non-U.S. subsidiaries may become subject to U.S. federal income taxation and/or the U.S. federal income tax liabilities of our U.S. subsidiaries may increase, including as a result of changes in tax law.
- The continuing implementation of the Tax Cuts Act may have a material and adverse impact on our operations and financial condition.
- Proposed Treasury Regulations issued on January 24, 2022, if finalized in their current form, could (on prospective basis) cause our U.S. shareholders (including tax-exempt U.S. shareholders) to be subject to current U.S. federal income tax on the portion of our earnings attributable to certain intercompany reinsurance income (whether or not such income is distributed).
- Legislation enacted in Bermuda as to Economic Substance may affect our operations.
- Application of the EU Anti-Tax Avoidance Directives.
In addition, it is anticipated that the Trump administration will promulgate a number of executive orders or propose legislation that could impact our industry.
We cannot predict with certainty the impact of these actions on our business and results of operations.
Catastrophic events caused by humans may include acts of war, acts of terrorism and political instability.
Examples may be climate change disclosures and goals and diversity, equity and inclusion programs.
Additionally, changes in regulations or policies relating to climate change or our own leadership decisions implemented as a result of assessing the impact of climate change on our business may result in an increase in the cost of doing business, or a decrease in premiums in certain lines of business.
We are subject to CSRD and other EU and U.K. regulations relating to climate disclosures and goals.
These regulations require extensive reporting on climate and other social factors beyond current U.S. requirements.
A further prolonged war may also create continued uncertainty in the global economy in the form of oil shortages, inflationary pressures, loss of confidence and general increase in risks worldwide.
In response to this aggression, the governments of the U.S., U.K., EU and other countries implemented several sanctions programs relating to, among other things, the import and transportation of Russian oil and gas and other goods originating in Russia.
Sanctions imposed also target entities, individuals and financial institutions which support Russia’s military and defense systems.
Our leadership and Board are actively engaged in understanding prevailing views on these issues and assessing our business operations to ensure that our business strategy reflects our values.
80% subject to (i) a mandatory deductible of 20% of our prior year’s direct earned premium for covered property and liability coverages, and (ii) an industry aggregate retention of $37.5 billion.
our financial condition in general.
Underwriting is inherently a matter of
We use AI in areas of our business and, to a much more limited extent, carefully vetted generative AI capabilities.
technologies or update our existing systems to keep pace with our competitors and customer needs.
In 2024, our operations, like many others, were affected by a significant incident relating to a third-party vendor’s faulty software update.
While the impact of this event was not material to our business and operations, we are vulnerable to such incidents that are beyond our control.
circumvention of controls.
Such violations could limit our ability to conduct
realized losses, impairments and changes in unrealized positions in our investment portfolio.
There can be no assurance that our
The mix of higher-risk loans, including affordable housing loans which often have higher-risk characteristics, could increase losses and harm our financial performance.
Thus,
This takes the annual premium from 0.85% down to 0.55% for most FHA borrowers.
During 2022 and 2023, the FHFA implemented a series of changes to update the GSEs’ single-family guarantee fee pricing framework to increase support for creditworthy borrowers limited by income or by wealth, while also increasing pricing to other categories of loans (such as high balance mortgages and mortgages on second homes) to foster capital accumulation.
On January 2, 2025, the U.S. Department of Treasury (the “Treasury Department”) and FHFA announced an agreement to amend the preferred stock purchase agreements between
With certain exceptions, the Basel III Rules became effective on January 1, 2014.
Instead, the capital treatment would be based on the mortgage’s loan to value ratio without consideration of mortgage insurance.
The comment period for this proposal closed on January 16, 2024.
If the U.S. regulators decide to adopt the proposed Basel III Endgame approach to mortgage assets, the capital treatment of mortgages held in portfolio will increase and the capital relief benefits of mortgage insurance would be eliminated, which could adversely affect the volume of mortgages originated by banks subject to the rule and the demand for mortgage insurance.
An excerpt. Shown here: 40 of 154 rewritten, 40 of 49 added and 40 of 49 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
545 rewritten, 199 added, 161 removed, 946 unchanged
The following is a discussion and analysis of the financial condition and results of operations for the year ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]
Comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] have been omitted from this Form 10-K, but may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K year ended December 31, [removed: 2023] [added: 2024] filed with the SEC.
Important factors that could cause actual events or results to differ materially from those indicated in such statements are discussed in this report, including the sections entitled “[Cautionary Note Regarding Forward-Looking [removed: Statements](#i8f00ce33b17040b5b34e6d7060c3031e_13),”] [added: Statements](#ia9272e3e2bc5421692979288babc2766_16),”] and “[Risk [removed: Factors](#i8f00ce33b17040b5b34e6d7060c3031e_49).”][added: Factors](#ia9272e3e2bc5421692979288babc2766_52).”]
This discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto presented under [Item [removed: 8](#i8f00ce33b17040b5b34e6d7060c3031e_145).][added: 8](#ia9272e3e2bc5421692979288babc2766_148).]
| Current Outlook | | | | | | | | | [removed: [68](#i8f00ce33b17040b5b34e6d7060c3031e_94)] [added: [71](#ia9272e3e2bc5421692979288babc2766_97)] | | |
| Financial Measures | | | | | | | | | [removed: [69](#i8f00ce33b17040b5b34e6d7060c3031e_97)] [added: [72](#ia9272e3e2bc5421692979288babc2766_100)] | | |
| Comments on Non-GAAP Measures | | | | | | | | | [removed: [70](#i8f00ce33b17040b5b34e6d7060c3031e_100)] [added: [73](#ia9272e3e2bc5421692979288babc2766_103)] | | |
| Summary of Critical Accounting Estimates | | | | | | | | | [removed: [78](#i8f00ce33b17040b5b34e6d7060c3031e_118)] [added: [81](#ia9272e3e2bc5421692979288babc2766_121)] | | |
| Contractual Obligations and Commitments | | | | | | | | | [removed: [93](#i8f00ce33b17040b5b34e6d7060c3031e_130)] [added: [97](#ia9272e3e2bc5421692979288babc2766_133)] | | |
[removed: | Catastrophic Events and Severe Economic Events | | | | | | | | | [94](#i8f00ce33b17040b5b34e6d7060c3031e_136) | | |][added: CATASTROPHIC AND SEVERE ECONOMIC EVENTS]
| Market Sensitive Instruments and Risk Management | | | | | | | | | [removed: [95](#i8f00ce33b17040b5b34e6d7060c3031e_139)] [added: [100](#ia9272e3e2bc5421692979288babc2766_142)] | | |
| ARCH CAPITAL | | | [removed: 67] [added: 70] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
Arch Capital Group Ltd. (“Arch Capital” and, together with its subsidiaries, “we” or “us”) is a publicly listed Bermuda exempted company with approximately [removed: $23.5] [added: $26.9] billion in capital at December 31, [removed: 2024] [added: 2025] and is part of the S&P 500 index.
| ARCH CAPITAL | | | [removed: 68] [added: 71] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
Our reinsurance segment contributed [removed: $1.2] [added: $1.6] billion of underwriting income in [removed: 2024, despite the impact of catastrophic events.][added: 2025.]
[removed: On August 1, 2024, we completed the acquisition of] [added: Growth in net premiums written primarily resulted from] the [removed: U.S.] [added: U.S] MidCorp and Entertainment insurance businesses [added: acquired] from Allianz [added: on August 1, 2024] (“MCE Acquisition”).
Our mortgage segment continued to deliver a steady level of [removed: earnings for our shareholders,] [added: earnings,] generating [removed: $1.1] [added: $1.0] billion of underwriting income in [removed: 2024,] [added: 2025,] resulting in the [removed: third] [added: fourth] consecutive year [removed: of delivering over] [added: exceeding the] $1 billion [removed: of underwriting income.][added: threshold.]
[removed: While new originations remain tempered by relatively high mortgage interest rates, underlying] [added: Underlying] fundamentals remained strong and our U.S. market share was stable as industry pricing discipline held.
The persistency of our [removed: in force] [added: in-force] U.S. primary mortgage insurance portfolio remained a healthy [removed: 82.1%] [added: 81.8%] and [removed: the] [added: our] delinquency rate remained low.
After-tax operating income available to Arch common shareholders, a “non-GAAP measure” as defined in the SEC rules, represents net income available to Arch common shareholders, excluding net realized gains or losses (which [removed: includes] [added: includes, but is not limited to,] realized and unrealized changes in the fair value of equity securities and assets accounted for using the fair value option, realized and unrealized gains or losses on derivative instruments, changes in the allowance for credit losses on financial assets and gains or losses realized from the acquisition or disposition of subsidiaries), equity in net income or loss of investments accounted for using the equity method, net foreign exchange gains or losses, transaction costs and other, loss on redemption of preferred shares and income taxes.
Our annualized net income return on average common equity was [removed: 22.8%] [added: 20.1%] for [removed: 2024,] [added: 2025,] compared to [removed: 29.7%] [added: 22.8%] for [removed: 2023.][added: 2024.]
Our Operating ROAE was [removed: 18.9%] [added: 17.1%] for [removed: 2024,] [added: 2025,] compared to [removed: 21.6%] [added: 18.9%] for [removed: 2023.][added: 2024.]
| ARCH CAPITAL | | | [removed: 69] [added: 72] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
See [“Comment on Non-GAAP Financial [removed: Measures.”](#i8f00ce33b17040b5b34e6d7060c3031e_100)][added: Measures.”](#ia9272e3e2bc5421692979288babc2766_103)]
| | | | Arch [removed: Portfolio (1)] [added: Portfolio] | | | | | | Benchmark Return | | |
We continue to maintain a relatively short duration on our fixed income portfolio of [removed: 3.31] [added: 3.34] years at December 31, [removed: 2024.][added: 2025.]
At December 31, [removed: 2024,] [added: 2025,] the fixed income portion of the benchmark had an average credit quality of “A1” by Moody’s and an estimated fixed income duration of 3.18 years.
| ICE BofA 1-10 Year U.S. Corporate Index | | | [removed: 27.70] [added: 26.70] | | |
| ICE BofA U.S. High Yield Constrained Index | | | [removed: 6.00] [added: 5.00] | | |
| S&P 500 Total Return Index | | | [removed: 4.75] [added: 4.50] | | |
| ICE BofA U.S. ABS & CMBS Index | | | [removed: 4.50] [added: 4.70] | | |
| ICE BofA 1-5 Year Canada Government Index | | | [removed: 2.55] [added: 2.60] | | |
| ICE BofA 1-5 Year Australia Government Index | | | [removed: 2.35] [added: 1.90] | | |
This presentation includes the use of after-tax operating income available to Arch common shareholders, which is defined as net income available to Arch common shareholders, excluding net realized gains or losses (which [removed: includes] [added: includes, but is not limited to,] realized and unrealized changes in the fair value of equity securities and assets accounted for using the fair value option, realized and unrealized gains or losses on derivative instruments, changes in the allowance for credit losses on financial assets and gains or losses realized from the acquisition or disposition of subsidiaries), equity in net income or loss of investments accounted for using the equity method, net foreign exchange gains or losses, transaction costs and other, net of income [removed: taxes (which for the 2023 fourth quarter includes a one-time deferred income tax benefit related to the enactment of Bermuda’s new corporate income tax),] [added: taxes,] and the use of annualized operating return on average common equity.
| ARCH CAPITAL | | | [removed: 70] [added: 73] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
In addition, changes in the allowance for credit losses and net impairment losses recognized in earnings on [removed: the Company’s] [added: our] investments represent other-than-temporary declines in expected recovery values on securities without actual realization.
The use of the equity method on certain of our investments [removed: in certain] funds that invest in fixed maturity securities is driven by the ownership structure of such funds (either limited partnerships or limited liability companies).
This method of accounting is different from the way [added: in which] we account for our other [removed: investments] [added: investments;] and the timing of the recognition of equity in net income or loss of investments accounted for using the equity method may differ from gains or losses in the future upon sale or maturity of such investments.
[removed: We also believe that] this measure follows industry practice and, therefore, allows the users of financial information to compare our performance with our industry peer group.
While these measures are presented in [note 4, “Segment [removed: Information,”](#i8f00ce33b17040b5b34e6d7060c3031e_175)] [added: Information,”](#ia9272e3e2bc5421692979288babc2766_181)] to our consolidated financial statements in Item 8, they are considered non-GAAP financial measures when presented elsewhere on a consolidated basis.
| Overview | | | | | | | | | [71](#ia9272e3e2bc5421692979288babc2766_94) | | |
| Results of Operations | | | | | | | | | [75](#ia9272e3e2bc5421692979288babc2766_106) | | |
| | | | Insurance Segment | | | | | | [75](#ia9272e3e2bc5421692979288babc2766_109) | | |
| | | | Reinsurance Segment | | | | | | [77](#ia9272e3e2bc5421692979288babc2766_112) | | |
| | | | Mortgage Segment | | | | | | [78](#ia9272e3e2bc5421692979288babc2766_115) | | |
| | | | Corporate | | | | | | [80](#ia9272e3e2bc5421692979288babc2766_118) | | |
| Financial Condition | | | | | | | | | [89](#ia9272e3e2bc5421692979288babc2766_124) | | |
| Liquidity | | | | | | | | | [92](#ia9272e3e2bc5421692979288babc2766_127) | | |
| Capital Resources | | | | | | | | | [94](#ia9272e3e2bc5421692979288babc2766_130) | | |
| Ratings | | | | | | | | | [97](#ia9272e3e2bc5421692979288babc2766_136) | | |
We reported very good results for 2025, with an annualized net income return on average common equity and operating return on average common equity of 20.1% and 17.1%, respectively.
See “[Comment on Non-GAAP Financial Measures](#ia9272e3e2bc5421692979288babc2766_103).” Meaningful contributions from all three segments along with solid investment returns resulted in book value growth for 2025 of 22.6%.
Our strong balance sheet and capital-generating capabilities permit us to both invest in our business and return capital to investors.
During 2025, we repurchased $1.9 billion of Arch common shares.
As we head into 2026 with measured optimism and increased competition across our property and casualty businesses, our commitment to deliver long-term value for our shareholders remains unchanged.
Critical to our cycle management is emphasizing risk selection, as we continue to leverage our diversified specialty platform and the expertise of our underwriting teams.
We invest and use data and analytics to sharpen insights, enhance risk selection and deliver a differentiated customer experience while fostering a culture that attracts the best-in-class talent.
We closed 2025 with a balance sheet in excellent health, giving us optionality as we remain prudent stewards of the capital entrusted to us by our shareholders.
Our insurance segment reported $375 million of underwriting income in 2025, with net premium written nearly $7.8 billion, an increase of 13.4% from 2024.
The acquired business further expands our insurance platform, providing more opportunities to capitalize on attractive margins.
Across the insurance platform, our underwriters continue to pursue growth in areas where risk-adjusted returns exceed or meet our long-term objectives.
In North America, the casualty rate environment is largely keeping pace with loss cost trends, while pricing in our international business units is tracking slightly below loss trends.
In North America, we continue to grow in specialty casualty lines, including alternative markets, construction and E&S casualty.
Within each geography, consistent with our cycle management approach, we adjust our business mix in response to changing market conditions and pricing dynamics.
At the January 1, 2026 renewals, property catastrophe and more generally short-tail excess of loss renewals were highly competitive with rates down 10% to 20%.
Despite these headwinds, our underwriting teams leveraged the strength of our platform and trading relationships to source new opportunities that mitigate the impact of the rate pressure in the market.
We are growing selectively and focusing on areas where margins are attractive.
We continue to like our prospects in most lines of business and, with improving conditions in casualty lines, our agility and ability to create opportunities is an advantage for us in this market.
Our diversified reinsurance platform, supported by strong partnerships with brokers and cedants across multiple lines and geographies, further enhance our ability to navigate a competitive environment.
While lower mortgage rates are beginning to support increased origination activity, the current market is still constrained due to affordability challenges.
Our team remains focused on underwriting discipline, expense management and enhancing our data and analytical platforms to further optimize the business.
We continue to expect the mortgage segment to serve as a steady diversifying contributor to our overall earnings and generate attractive underwriting income given the high credit quality of our in-force portfolio.
Book value per share was $65.11 at December 31, 2025, a 22.6% increase from $53.11 at December 31, 2024.
The growth in book value per share in 2025 primarily reflected strong underwriting and investment returns.
Returns for the 2025 period reflected strong underwriting and investment returns.
| Year Ended December 31, 2025 | | | 8.52 | | % | | | | 8.78 | | % |
Total return for 2025 primarily reflected the effects of lower bond yields, a weaker U.S. dollar and equity market returns.
The portfolio slightly underperformed their benchmark returns, primarily due to the impairment and sale of certain alternative investments accounted for using the equity method.
The allocation of our portfolio remained neutral relative to our targeted benchmark.
| ICE BofA 3-5 Year US Agency CMO Excluding IO & PO Index | | | 3.50 | | |
| Overview | | | | | | | | | [68](#i8f00ce33b17040b5b34e6d7060c3031e_91) | | |
| Results of Operations | | | | | | | | | [72](#i8f00ce33b17040b5b34e6d7060c3031e_103) | | |
| | | | Insurance Segment | | | | | | [72](#i8f00ce33b17040b5b34e6d7060c3031e_106) | | |
| | | | Reinsurance Segment | | | | | | [74](#i8f00ce33b17040b5b34e6d7060c3031e_109) | | |
| | | | Mortgage Segment | | | | | | [75](#i8f00ce33b17040b5b34e6d7060c3031e_112) | | |
| | | | Corporate | | | | | | [76](#i8f00ce33b17040b5b34e6d7060c3031e_115) | | |
| Financial Condition | | | | | | | | | [86](#i8f00ce33b17040b5b34e6d7060c3031e_121) | | |
| Liquidity | | | | | | | | | [88](#i8f00ce33b17040b5b34e6d7060c3031e_124) | | |
| Capital Resources | | | | | | | | | [90](#i8f00ce33b17040b5b34e6d7060c3031e_127) | | |
| Ratings | | | | | | | | | [93](#i8f00ce33b17040b5b34e6d7060c3031e_133) | | |
As we head into 2025, our objective to deliver long-term value for our shareholders remains the same.
We will continue to execute on the key pillars of our strategy which are: to build a diversified mix of businesses; actively manage the underwriting cycle; remain prudent stewards of the capital entrusted to us by our shareholders; and be dynamic managers of a data-driven enterprise with a culture that attracts best-in-class talent.
Book value per share, a key measure of value creation, ended 2024 at $53.11, representing a 13.1% increase for the year and up 23.8% after adjusting for the impact of the $5 per share special dividend paid to common shareholders in December 2024.
The decision to pay a special dividend was the result of Arch's strong financial performance and capital position and represented an effective means of returning excess capital to our shareholders.
Overall, we believe the property and casualty environment remains favorable, despite increasing competition in many of our lines of business.
This makes underwriting and risk mitigation increasingly important.
Our underwriting strategies empower our businesses to respond quickly to their trading environment.
This has been, and remains, a competitive advantage as we have the agility and expertise to reallocate capital to more profitable opportunities across our diversified platform.
We are selectively deploying capital to the areas producing attractive risk-adjusted returns, such as insurance and reinsurance liability lines, specialty business at Lloyd's and property catastrophe reinsurance.
A high level of industry catastrophic losses throughout 2024, combined with the California wildfires at the start of 2025, should continue to support demand for property insurance and reinsurance.
Notwithstanding this increased loss activity, we believe the property market remains attractive.
On the casualty side, we believe that rates are continuing to outpace loss cost trends, and have selectively increased casualty writings in both our insurance and reinsurance segments.
Our property and casualty underwriting teams continued to benefit from attractive market conditions, delivering a combined $1.6 billion of underwriting income and over $20 billion of gross premiums written in 2024, up nearly 19% from 2023.
At the January 1, 2025 renewals, we selectively increased our writings in property, liability and specialty lines with a focus not only on price adequacy, but also terms and conditions.
Our underwriting culture dictates that we include a meaningful margin of safety in our pricing, especially given competitive market conditions, and take a longer term view of inflation and rates.
As underwriting opportunities arise, our reinsurance segment reacts quickly and significantly when markets pivot.
Our insurance segment also seized on strong growth opportunities in 2024, while elevated catastrophe activity such as Hurricanes Helene and Milton limited underwriting income.
For the full year, the insurance group contributed $6.9 billion of net premium written, a 17% increase from 2023 and delivered $0.3 billion of underwriting income.
As such, the insurance segment’s 2024 results include five months of activity related to the acquired business.
This acquisition expands our capabilities for insureds in the U.S. middle markets and represents an important component of our insurance segment.
Excluding the MCE Acquisition, insurance growth was in the mid-single digits and included attractive opportunities in casualty, programs and in the London specialty market.
Looking ahead, we expect primary market conditions to remain competitive given the attractive underlying margins, which may result in a slowdown of new business opportunities.
Book value per share was $53.11 at December 31, 2024, a 13.1% increase from $46.94 at December 31, 2023, and an increase of 23.8% when incorporating the impact of the $1.9 billion special dividend paid to common shareholders in December 2024.
Returns for 2024 reflected strong underwriting and investment returns, albeit with an elevated level of catastrophe activity.
| Year Ended December 31, 2023 | | | 7.57 | | % | | | | 8.28 | | % |
Total return for 2024 primarily reflected the effects of sustained higher interest rates available in the market, along with growth in invested assets due in part to strong operating cash flows.
| ICE BofA U.S. Mortgage Backed Securities Index | | | 1.50 | | |
| Total | | | 100.00 | | % |
In the 2023 fourth quarter, the Company established a net deferred income tax asset, resulting in a benefit of $1.18 billion, consistent with the transition provisions specified in the Bermuda CIT Act.
Due to the non-recurring nature of this one-time item, the Company believes that excluding this item from after-tax operating income or loss available to common shareholders provides the user with a better evaluation of the Company’s ongoing business performance.
An excerpt. Shown here: 40 of 545 rewritten, 40 of 199 added and 40 of 161 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
1 rewritten, 0 added, 0 removed, 3 unchanged
| ARCH CAPITAL | | | [removed: 98] [added: 102] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
Item 1. BUSINESS
286 rewritten, 134 added, 109 removed, 932 unchanged
We refer you to Item 1A [“Risk [removed: Factors”](#i8f00ce33b17040b5b34e6d7060c3031e_49)] [added: Factors”](#ia9272e3e2bc5421692979288babc2766_52)] for a discussion of risk factors relating to our business.
Arch Capital is a publicly listed Bermuda exempted company with approximately [removed: $23.5] [added: $26.9] billion in capital at December 31, [removed: 2024] [added: 2025] and is part of the S&P 500 index.
For [removed: 2024,] [added: 2025,] we wrote [removed: $15.7] [added: $16.5] billion of net premiums and reported net income available to Arch common shareholders of [removed: $4.3] [added: $4.4] billion.
Book value per share was [removed: $53.11] [added: $65.11] at December 31, [removed: 2024,] [added: 2025,] compared to [removed: $46.94] [added: $53.11] per share at December 31, [removed: 2023.][added: 2024.]
Our Ireland-based carrier, Arch Insurance (EU) Designated Activity Company (“Arch Insurance (EU)”) writes primarily European Union (“EU”) business [removed: and expanded its presence across Europe in 2023] with [removed: branch offices] [added: branches] in [removed: Spain] [added: Italy, Spain, France, the Netherlands] and [removed: France.][added: the U.K.]
On August 1, 2024 we expanded our U.S. [removed: insurance] middle market presence with the acquisition of Allianz’s U.S. Middle Market Property and Casualty insurance business and U.S. Entertainment [removed: Property and Casualty insurance] business, representing an important part of our growth strategy in the U.S. See “Operations—Insurance Operations” for further details on our insurance operations.
In [removed: 2006,] [added: 2008,] we commenced our European reinsurance operations with Arch Reinsurance Europe Underwriting Designated Activity Company (“Arch Re Europe”), our Ireland-headquartered reinsurance company with [removed: offices] [added: branches] in Switzerland, the U.K. [removed: and, as of 2024,] [added: and] France.
[removed: Our] Danish underwriting agency was formed in 2007 with a focus on Accident & Health business.
| ARCH CAPITAL | | | 3 | | | [removed: 2024] [added: 2025] FORM 10-K | | |
[added: The acquisition of] Barbican in 2019 also contributed to our reinsurance operations in the London market.
We expanded our presence in Australia in [removed: August] 2021 by acquiring Westpac Lenders Mortgage Insurance Limited, another [removed: APRA approved] [added: APRA-approved] writer of lenders mortgage insurance, which has since been renamed Arch Lenders Mortgage Indemnity Ltd. (“Arch Indemnity”).
In [removed: December] 2022, we converted Arch LMI into a services company for our Australian LMI operations and the company relinquished its APRA authorization.
[removed: Under] [added: Pursuant to] the terms of the Greysbridge shareholder agreement, [removed: beginning January 1, 2024,] [added: as amended, following the expiration of a specified period,] Arch Capital has a call right (but not the obligation) and [removed: Warburg and Kelso each] [added: certain third party investors] have [removed: a] put [removed: right] [added: rights] (but not the obligation) to [removed: buy/sell] [added: purchase or sell, as applicable,] a [removed: certain] [added: specified] amount of each [removed: of Warburg and Kelso’s] [added: such investor’s] initial [added: common] shares [removed: annually] [added: on an annual basis] at [removed: the current year end tangible] [added: Greysbridge’s year-end] book value per [removed: share of Greysbridge.][added: share.]
Since the inception of the share repurchase program in [removed: February] 2007 through December 31, [removed: 2024,] [added: 2025,] Arch Capital has repurchased [removed: 433.8] [added: 455] million common shares for an aggregate purchase price of [removed: $5.9] [added: $7.8] billion.
At December 31, [removed: 2024,] [added: 2025,] the total remaining authorization under the share repurchase program was [removed: $996.8 million.][added: $1.1 billion.]
| ARCH CAPITAL | | | 4 | | | [removed: 2024] [added: 2025] FORM 10-K | | |
We classify our businesses into three underwriting [removed: segments –] [added: segments:] insurance, reinsurance and mortgage.
For an analysis of our underwriting results by segment, see [note 4, “Segment [removed: Information,”](#i8f00ce33b17040b5b34e6d7060c3031e_175)] [added: Information,”](#ia9272e3e2bc5421692979288babc2766_181)] to our consolidated financial statements in Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”
Our insurance group’s [removed: principal] insurance subsidiaries are Arch Insurance Company (“Arch Insurance”), Arch Specialty Insurance Company (“Arch Specialty”), Arch Indemnity Insurance Company (“Arch Indemnity [removed: Insurance”) and] [added: Insurance”),] Arch Property Casualty Insurance Company (“Arch [removed: P&C”).][added: PC”) and Arch Wilsure Insurance Company (“Arch Wilsure”).]
Arch [removed: P&C,] [added: PC,] which is not currently writing business, is an admitted insurer in [removed: 47] [added: 46] states and the District of Columbia and is filing applications for admission in all remaining states where it is not yet admitted.
[removed: WIC] [added: Arch Wilsure] is an admitted insurer in all 50 states and the District of Columbia.
This business is written by Fireman’s Fund Insurance Company, an affiliate of Allianz, and its subsidiaries (collectively, the “Business Entities”), in each case, relating to relevant policies with accident years 2016 and onwards (collectively, the [added: “Business”), as well as]
[removed: “Business”), as well as] certain assets of Allianz and its affiliates related to the Business.
It further enhances the Company’s capabilities in the U.S. middle markets and represents an attractive way to enter [added: the entertainment insurance market,] a new niche [removed: entertainment insurance market.][added: for us.]
Arch Insurance (EU), [removed: based] [added: headquartered] in Dublin, Ireland, received authorization from the Central Bank of Ireland (“CBI”) to expand its authorized classes of business as part of our plan to address the U.K.’s departure from the EU (“Brexit”).
[removed: From January] [added: Starting in] 2021, all of the insurance business in the EU previously written by Arch Insurance (U.K.) is now written through Arch Insurance (EU).
Arch Insurance (EU) has branches in Italy, France, [removed: Spain] [added: Spain, the Netherlands] and the U.K. [added: Arch Re Underwriting ApS in Denmark (“Arch Re Denmark”) is an underwriting agency underwriting accident and health and other reinsurance business for Arch Re Europe.]
Collectively, the U.K. insurance operations are referred to as “Arch U.K.” Arch U.K. conducts its operations from London and other locations in the U.K. [removed: On] [added: In] May [removed: 1,] 2024, we completed the sale of Castel Underwriting Agencies Limited, a managing general agency in the U.K. that we acquired as part of the Barbican acquisition.
| ARCH CAPITAL | | | 5 | | | [removed: 2024] [added: 2025] FORM 10-K | | |
[removed: We believe our ability to handle] claims expeditiously and satisfactorily is a key to our [added: success.]
| ARCH CAPITAL | | | 6 | | | [removed: 2024] [added: 2025] FORM 10-K | | |
[added: Clients (insureds) are referred to our insurance group through a large number of international,] national and regional brokers and captive managers who receive from the insured or insurer a set fee or brokerage commission usually equal to a percentage of gross premiums.
See “Risk Factors—Risks Relating to Our Industry, Business and Operations—We could be materially adversely affected to the extent that important third parties with whom we do business do not adequately or appropriately manage their risks, commit fraud or otherwise breach obligations owed to us.” For information on major brokers, see [note 18, “Commitments and Contingencies—Concentrations of Credit [removed: Risk,”](#i8f00ce33b17040b5b34e6d7060c3031e_220)] [added: Risk,”](#ia9272e3e2bc5421692979288babc2766_232)] to our consolidated financial statements in Item 8.
The financial analysis includes ongoing qualitative and quantitative assessments of reinsurers, including a review of the financial stability, appropriate licensing, reputation, claims paying ability and underwriting [added: philosophy of each reinsurer.]
See [note 8, [removed: “Reinsurance,”](#i8f00ce33b17040b5b34e6d7060c3031e_187)] [added: “Reinsurance,”](#ia9272e3e2bc5421692979288babc2766_196)] to our consolidated financial statements in Item 8.
For a discussion of our risk management policies, see [“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Summary of Critical Accounting Estimates—Ceded [removed: Reinsurance”](#i8f00ce33b17040b5b34e6d7060c3031e_118)] [added: Reinsurance”](#ia9272e3e2bc5421692979288babc2766_121)] and “Risk Factors—Risks Relating to Our Industry, Business and Operations—The failure of any of the loss limitation methods we employ could have a material adverse effect on our financial condition or results of operations.”
Arch Re U.S. is licensed or is an accredited or otherwise approved reinsurer in 50 states, the District of Columbia and Puerto Rico, [added: and] the provinces of Ontario and Quebec in Canada with its principal U.S. offices in Morristown, New Jersey.
Our property facultative reinsurance operations are conducted primarily through Arch Re U.S. The property facultative reinsurance operations have offices throughout the U.S., Canada, Europe and the U.K. Arch Re Europe, licensed and authorized as a non-life [added: reinsurer and a life reinsurer, is headquartered in Dublin, Ireland.]
| ARCH CAPITAL | | | 7 | | | [removed: 2024] [added: 2025] FORM 10-K | | |
[removed: reinsurer and a life reinsurer, is headquartered in Dublin, Ireland with branch offices in France, Switzerland and the U.K.] AMAL is the managing agent for the reinsurance operations of our Lloyd’s Syndicates.
Arch Capital may use its website as a distribution channel of material information.
Financial and other important information regarding Arch Capital is routinely posted on and accessible through its website.
Accordingly, investors should monitor this channel, in addition to following Arch
Capital’s press releases, SEC filings and public conference calls and webcasts.
Our
In 2021, Somers became a wholly owned subsidiary of Greysbridge Holdings Ltd. (“Greysbridge”).
Arch Capital currently owns 30% of Greysbridge, with the remaining common shares held by a number of third party investors.
In 2025, we repurchased approximately $1.9 billion worth of ACGL common shares.
We believe our ability to handle
- *Artificial Intelligence.* We employ artificial intelligence (“AI”) technology and analytics to drive data-driven decisions, streamline processes or help serve our customers and partners.
The use of AI technology is vetted through our AI governance framework.
- *Artificial Intelligence.* We employ AI technology and analytics to drive data-driven decisions, streamline processes or help serve our customers and partners.
The use of AI technology is vetted through our AI governance framework.
See [note 8, “Reinsurance,”](#ia9272e3e2bc5421692979288babc2766_196) to our consolidated financial statements in Item 8.
In 2011, Arch Insurance (EU) was authorized by the CBI to provide mortgage insurance products and services to the European and U.K. markets.
We employ AI technology and analytics to drive data-driven decisions, streamline processes or help serve our customers and partners.
The use of AI technology is vetted through our AI governance framework.
the physical impact of extreme weather conditions or events on a region or the financial impact of transitioning to a zero or low carbon economy on a region.
In 2014, we and third party investors sponsored the formation of Somers.
Somers is wholly owned by Greysbridge, which is currently 30% owned by Arch Capital, with the remaining balance of Greysbridge common shares held by third party investors.
organization.
For more detail, refer to [“Financial Condition, Reinsurance Recoverables”](#ia9272e3e2bc5421692979288babc2766_124) section in Item 7.
While maintaining our emphasis on preservation of capital and liquidity, some investments are not readily tradable.
Competition in this sector may increase if additional mortgage insurance providers enter the market or existing providers expand their offerings.
BMA an affidavit stating that it will continue to meet the required margins.
On January 7, 2026, the Insurance Amendment (No. 2) Act 2025 (“IAA”) came into effect and made certain amendments to the Insurance Act designed to enhance the oversight and regulation by the BMA of insurance groups by expanding the criteria for group supervision.
The amendments are designed to (i) ensure that insurance group supervision is mandatorily triggered in certain circumstances and (ii) apply a direct approach to the supervision of insurance groups by introducing provisions to allow for the designation and registration of a designated “insurance holding company” (being an entity that is a body corporate incorporated or formed (including by way of continuation) in Bermuda that holds participations in one or more companies where at least one of the companies is an insurer) through which supervision would be exercised.
Of note, the IAA provides that shareholder controller changes and certain material change provisions of the Insurance Act affecting a designated insurance holding company will be subject to the supervisory processes that currently apply to the Designated Insurer.
*Beneficial Ownership Act 2025 (the “BO Act”).* Bermuda’s new beneficial ownership framework is comprised of the BO Act, the Beneficial Ownership Regulations 2025 and related guidance notes.
The BO Act received Royal Assent and subsequently came into force on November 3, 2025.
The BO Act includes provisions to (a) enhance Bermuda’s current beneficial ownership regime in accordance with the revised Financial Action Task Force international standards, (b) transfer the central register of beneficial ownership information (“BOI”) from the BMA to the Registrar of Companies (“RoC”), and (c) extend access to the central register to certain competent authorities and “obliged entities”.
The BO Act applies to all legal persons (sometimes referred to herein as “in scope entities”), subject to limited exceptions.
Entities already in scope under the previous beneficial ownership regime are required to ensure that their beneficial ownership register is updated as necessary.
Newly-in-scope entities must establish and maintain a beneficial ownership register which meets the requirements of the new regime.
The only exception is for publicly listed entities on the Bermuda Stock Exchange or on an appointed stock exchange, and any subsidiary of such legal persons.
All other entities which were previously exempt and not required to comply with the beneficial ownership requirements under the prior legislative framework, for example, financial institutions like (re)insurance companies, are no longer subject to an exemption and will now be in scope.
As noted above, under the BO Act, Bermuda’s central register has been transferred from the BMA to the RoC.
As a result, for non-regulated entities, there will be no continuing touchpoints or interaction with the BMA.
The BMA will continue to regulate financial institutions such as AGRL and Arch Re Bermuda, under the same legislation as they do now, including retaining supervision over the controllers and shareholder controllers of regulated financial institutions.
and has obtained the commissioner’s prior approval.
The acquisition of
In the 2020 fourth quarter, Arch Capital, Somers, and Greysbridge Ltd., a wholly-owned subsidiary of Arch Capital, entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”).
Arch Capital assigned its rights under the Merger Agreement to Greysbridge Holdings Ltd. (“Greysbridge”).
The merger and the related Greysbridge equity financing closed on July 1, 2021.
Somers is wholly owned by Greysbridge, and Greysbridge is owned 40% by Arch, and the balance is owned by certain funds managed by Kelso & Company (“Kelso”) and certain funds managed by Warburg Pincus LLC (“Warburg”).
In 2024, Warburg and Kelso both delivered a put option notice to sell a certain amount of their initial shares.
The transaction, which will involve third-party purchasers of such shares, is expected to close in the 2025 calendar year, subject to any required regulatory approvals and other closing conditions.
During the 2024 fiscal year, we repurchased approximately $24 million worth of ACGL common shares.
In 2024, we acquired Watford Insurance Company (“WIC”) from Somers.
success.
Clients (insureds) are referred to our insurance group through a large number of international,
philosophy of each reinsurer.
- *Maintain a low cost structure*.
expenses) and may also include a profit factor.
order to compare the cedent’s historical loss experience to industry averages;
management to offer mortgage insurance, reinsurance and other risk-sharing products in the U.S., Europe, the U.K. and Australia.
recourse, participation or by a qualified insurer.
In 2014, we and HPS Investment Partners, LLC (formerly Highbridge Principal Strategies, LLC) (“HPS”) sponsored the formation of Somers.
Arch Re Bermuda invested $100.0 million in Somers common equity.
In the 2020 fourth quarter, Arch Capital, Somers and Greysbridge, a wholly-owned subsidiary of Arch Capital, entered into a Merger Agreement pursuant to which, among other things, Arch Capital agreed to acquire all of the common shares of Somers not owned by Arch for a cash purchase price of $35.00 per common share.
Arch Capital has assigned its rights under the Merger Agreement to Greysbridge.
Effective July 1, 2021, Somers is wholly owned by Greysbridge, and Greysbridge is owned 40% by Arch, 30% by certain investment funds managed by Kelso and 30% by certain investment funds managed by Warburg.
Artificial Intelligence
Artificial intelligence (“AI”) encompasses a range of machine-based capabilities, including traditional rule-based and machine learning AI as well as generative AI.
We incorporate AI to assist with tasks such as catastrophe modeling and predictive analytics to help mitigate losses and enhance our product offerings.
We also use AI in our insurance operations in particular to provide more information about past experiences and submissions, thus allowing our professionals to make more data driven underwriting decisions.
The use of generative AI technologies is reviewed and monitored very closely with approval required for each new generative AI technology proposed for use in our operations.
We consider AI capabilities invaluable opportunities to assist with our goal of making data-driven decisions part of our business strategy.
To this end, we are committed to embedding these principles in our operations.
In 2023, we launched a new talent acquisition model that modernized our approach to the talent market.
Since the inception of the program in 2018, we have contributed approximately $5 million to this
program, including $0.9 million in 2024.
We continue to see high engagement with our global recognition program, with over 65,000 awards received by employees in 2024 (over 100,000 awards since inception in February 2023).
Awards are tied to Arch values and are used to recognize effort and impact associated with those values.
The program directly supports our collaborative and results-driven culture, as well as our focus on employee engagement and retention.
Approximately 70% of all awards in 2024 were peer to peer with “Embracing the power of teamwork” trending as the top award reason followed by “Striving to make a difference”.
For an analysis of losses and loss adjustment expenses and a reconciliation of the beginning and ending Loss Reserves and information about prior year reserve development, see [note 5, “Reserve for Losses and Loss Adjustment Expenses,”](#i8f00ce33b17040b5b34e6d7060c3031e_178) to our consolidated financial statements in Item 8.
For information on our reserving process, see [note 6, “Short Duration Contracts,”](#i8f00ce33b17040b5b34e6d7060c3031e_181) to our consolidated financial statements in Item 8.
For detail on our unpaid and paid losses and loss adjustment expenses, see the Reinsurance Recoverables section of [“Financial Condition, Reinsurance Recoverables”](#i8f00ce33b17040b5b34e6d7060c3031e_121) in Item 7.
charged, may impact the demand for private mortgage insurance.
An excerpt. Shown here: 40 of 286 rewritten, 40 of 134 added and 40 of 109 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 1 unchanged
As of December 31, [removed: 2024,] [added: 2025,] we were not a party to any litigation or arbitration which is expected by management to have a material adverse effect on our results of operations and financial condition and liquidity.
Cover and table of contents
39 rewritten, 0 added, 0 removed, 115 unchanged
| | | | For the Fiscal Year Ended December 31, [removed: 2024] [added: 2025] | | | | | |
[removed: ][added: ]
The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the closing price as reported by the Nasdaq Stock Market as of the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately [removed: $36.6] [added: $33.0] billion.
As of February [removed: 21, 2025,] [added: 23, 2026,] there were [removed: 375,357,236] [added: 355,803,320] of the registrant’s common shares outstanding.
Portions of Part III incorporate by reference our definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2024.][added: 2025.]
| ITEM 1. | | | [removed: [BUSINESS](#i8f00ce33b17040b5b34e6d7060c3031e_16)] [added: [BUSINESS](#ia9272e3e2bc5421692979288babc2766_19)] | | | [removed: [3](#i8f00ce33b17040b5b34e6d7060c3031e_16)] [added: [3](#ia9272e3e2bc5421692979288babc2766_19)] | | |
| ITEM 1A. | | | [RISK [removed: FACTORS](#i8f00ce33b17040b5b34e6d7060c3031e_49)] [added: FACTORS](#ia9272e3e2bc5421692979288babc2766_52)] | | | [removed: [43](#i8f00ce33b17040b5b34e6d7060c3031e_49)] [added: [46](#ia9272e3e2bc5421692979288babc2766_52)] | | |
| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i8f00ce33b17040b5b34e6d7060c3031e_67)] [added: COMMENTS](#ia9272e3e2bc5421692979288babc2766_70)] | | | [removed: [63](#i8f00ce33b17040b5b34e6d7060c3031e_67)] [added: [65](#ia9272e3e2bc5421692979288babc2766_70)] | | |
| ITEM 1C. | | | [removed: [CYBERSECURITY](#i8f00ce33b17040b5b34e6d7060c3031e_70)] [added: [CYBERSECURITY](#ia9272e3e2bc5421692979288babc2766_73)] | | | [removed: [63](#i8f00ce33b17040b5b34e6d7060c3031e_70)] [added: [65](#ia9272e3e2bc5421692979288babc2766_73)] | | |
| ITEM 2. | | | [removed: [PROPERTIES](#i8f00ce33b17040b5b34e6d7060c3031e_73)] [added: [PROPERTIES](#ia9272e3e2bc5421692979288babc2766_76)] | | | [removed: [64](#i8f00ce33b17040b5b34e6d7060c3031e_73)] [added: [67](#ia9272e3e2bc5421692979288babc2766_76)] | | |
| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i8f00ce33b17040b5b34e6d7060c3031e_76)] [added: PROCEEDINGS](#ia9272e3e2bc5421692979288babc2766_79)] | | | [removed: [65](#i8f00ce33b17040b5b34e6d7060c3031e_76)] [added: [67](#ia9272e3e2bc5421692979288babc2766_79)] | | |
| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i8f00ce33b17040b5b34e6d7060c3031e_79)] [added: DISCLOSURES](#ia9272e3e2bc5421692979288babc2766_82)] | | | [removed: [65](#i8f00ce33b17040b5b34e6d7060c3031e_79)] [added: [67](#ia9272e3e2bc5421692979288babc2766_82)] | | |
| ITEM 5. | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i8f00ce33b17040b5b34e6d7060c3031e_82)] [added: SECURITIES](#ia9272e3e2bc5421692979288babc2766_85)] | | | [removed: [65](#i8f00ce33b17040b5b34e6d7060c3031e_82)] [added: [68](#ia9272e3e2bc5421692979288babc2766_85)] | | |
| ITEM 6. | | | [removed: \[[RESERVED](#i8f00ce33b17040b5b34e6d7060c3031e_85)\]] [added: \[[RESERVED](#ia9272e3e2bc5421692979288babc2766_88)\]] | | | [removed: [66](#i8f00ce33b17040b5b34e6d7060c3031e_85)] [added: [69](#ia9272e3e2bc5421692979288babc2766_88)] | | |
| ITEM 7. | | | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i8f00ce33b17040b5b34e6d7060c3031e_88)] [added: OPERATIONS](#ia9272e3e2bc5421692979288babc2766_91)] | | | [removed: [67](#i8f00ce33b17040b5b34e6d7060c3031e_88)] [added: [70](#ia9272e3e2bc5421692979288babc2766_91)] | | |
| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i8f00ce33b17040b5b34e6d7060c3031e_142)] [added: RISK](#ia9272e3e2bc5421692979288babc2766_145)] | | | [removed: [98](#i8f00ce33b17040b5b34e6d7060c3031e_142)] [added: [102](#ia9272e3e2bc5421692979288babc2766_145)] | | |
| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i8f00ce33b17040b5b34e6d7060c3031e_145)] [added: DATA](#ia9272e3e2bc5421692979288babc2766_148)] | | | [removed: [99](#i8f00ce33b17040b5b34e6d7060c3031e_145)] [added: [103](#ia9272e3e2bc5421692979288babc2766_148)] | | |
| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i8f00ce33b17040b5b34e6d7060c3031e_256)] [added: DISCLOSURE](#ia9272e3e2bc5421692979288babc2766_268)] | | | [removed: [171](#i8f00ce33b17040b5b34e6d7060c3031e_256)] [added: [177](#ia9272e3e2bc5421692979288babc2766_268)] | | |
| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i8f00ce33b17040b5b34e6d7060c3031e_259)] [added: PROCEDURES](#ia9272e3e2bc5421692979288babc2766_271)] | | | [removed: [171](#i8f00ce33b17040b5b34e6d7060c3031e_259)] [added: [177](#ia9272e3e2bc5421692979288babc2766_271)] | | |
| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i8f00ce33b17040b5b34e6d7060c3031e_262)] [added: INFORMATION](#ia9272e3e2bc5421692979288babc2766_274)] | | | [removed: [172](#i8f00ce33b17040b5b34e6d7060c3031e_262)] [added: [177](#ia9272e3e2bc5421692979288babc2766_274)] | | |
| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i8f00ce33b17040b5b34e6d7060c3031e_265)] [added: INSPECTIONS](#ia9272e3e2bc5421692979288babc2766_277)] | | | [removed: [172](#i8f00ce33b17040b5b34e6d7060c3031e_265)] [added: [177](#ia9272e3e2bc5421692979288babc2766_277)] | | |
| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i8f00ce33b17040b5b34e6d7060c3031e_268)] [added: GOVERNANCE](#ia9272e3e2bc5421692979288babc2766_280)] | | | [removed: [172](#i8f00ce33b17040b5b34e6d7060c3031e_268)] [added: [178](#ia9272e3e2bc5421692979288babc2766_280)] | | |
| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i8f00ce33b17040b5b34e6d7060c3031e_271)] [added: COMPENSATION](#ia9272e3e2bc5421692979288babc2766_283)] | | | [removed: [172](#i8f00ce33b17040b5b34e6d7060c3031e_271)] [added: [178](#ia9272e3e2bc5421692979288babc2766_283)] | | |
| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i8f00ce33b17040b5b34e6d7060c3031e_274)] [added: MATTERS](#ia9272e3e2bc5421692979288babc2766_286)] | | | [removed: [173](#i8f00ce33b17040b5b34e6d7060c3031e_274)] [added: [179](#ia9272e3e2bc5421692979288babc2766_286)] | | |
| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i8f00ce33b17040b5b34e6d7060c3031e_277)] [added: INDEPENDENCE](#ia9272e3e2bc5421692979288babc2766_289)] | | | [removed: [173](#i8f00ce33b17040b5b34e6d7060c3031e_277)] [added: [179](#ia9272e3e2bc5421692979288babc2766_289)] | | |
| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i8f00ce33b17040b5b34e6d7060c3031e_280)] [added: SERVICES](#ia9272e3e2bc5421692979288babc2766_292)] | | | [removed: [173](#i8f00ce33b17040b5b34e6d7060c3031e_280)] [added: [179](#ia9272e3e2bc5421692979288babc2766_292)] | | |
| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i8f00ce33b17040b5b34e6d7060c3031e_283)] [added: SCHEDULES](#ia9272e3e2bc5421692979288babc2766_295)] | | | [removed: [174](#i8f00ce33b17040b5b34e6d7060c3031e_283)] [added: [180](#ia9272e3e2bc5421692979288babc2766_295)] | | |
| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i8f00ce33b17040b5b34e6d7060c3031e_298)] [added: SUMMARY](#ia9272e3e2bc5421692979288babc2766_310)] | | | [removed: [185](#i8f00ce33b17040b5b34e6d7060c3031e_298)] [added: [189](#ia9272e3e2bc5421692979288babc2766_310)] | | |
This report or any other written or oral statements made by or on behalf of us may include forward-looking statements, which reflect our current views with respect to future events and financial [removed: performance.][added: performance, and other information that is not historical information.]
All statements other than statements of historical fact included in or incorporated by reference [removed: in] [added: into] this report are forward-looking statements.
Forward-looking statements, for purposes of the PSLRA or otherwise, can generally be identified by the use of forward-looking terminology such as [added: “should”, “could”, “plans”, “projects”,] “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” and [removed: similar] [added: other words or] statements of [removed: a future or forward-looking nature] [added: similar meaning] or their negative [removed: or variations or similar terminology.][added: version.]
Forward-looking statements involve our current assessment of risks and [removed: uncertainties.][added: uncertainties beyond management’s control.]
- general economic and market conditions (including inflation, interest rates, unemployment, housing prices, foreign currency exchange rates, prevailing credit terms, [removed: tariffs] [added: tariffs, geopolitical instability] and [added: conflict and] the depth and duration of a recession) and conditions specific to the reinsurance and insurance markets in which we operate;
- claims for natural [removed: or man-made] catastrophic events or severe economic events in our insurance, reinsurance and mortgage businesses could cause large losses and substantial volatility in our results of operations;
| ARCH CAPITAL | | | 1 | | | [removed: 2024] [added: 2025] FORM 10-K | | |
- changes in general economic conditions, [removed: including sovereign debt concerns or] [added: resulting in] downgrades of U.S. securities [added: or sovereign debt] by credit rating agencies, which could affect our business, financial condition and results of operations;
- the effect of contagious diseases [added: or a pandemic] on our business;
- acts of terrorism, political unrest and other hostilities or other unforecasted and unpredictable [removed: events;][added: events caused by humans;]
| ARCH CAPITAL | | | 2 | | | [removed: 2024] [added: 2025] FORM 10-K | | |
Item 1C. CYBERSECURITY
14 rewritten, 5 added, 2 removed, 31 unchanged
See Item 1, “[Business—Enterprise Risk [removed: Management](#i8f00ce33b17040b5b34e6d7060c3031e_40)”] [added: Management](#ia9272e3e2bc5421692979288babc2766_43)”] for additional information.
Our privacy and information security policies and standards cover topics such as information sharing, privacy, data handling and data management as well as more detailed information technology (“IT”) processes encompassing incident response, access control, [added: artificial intelligence,] disaster recovery and testing, among other areas.
We [removed: monitor] closely [added: monitor] privacy and cybersecurity, AI and operational resilience laws, regulations and guidance applicable to us.
See Item 1, “[Business—Regulation—Cybersecurity and [removed: Privacy](#i8f00ce33b17040b5b34e6d7060c3031e_43)”] [added: Privacy](#ia9272e3e2bc5421692979288babc2766_46)”] for additional details.
We use many third parties for IT functions and our vendor management group performs information security risk assessments on our [removed: third-party] [added: third party] service providers with respect to their ability to protect data from unauthorized access, and on a risk weighted basis, we perform re-assessments routinely.
The Company also requires these [removed: vendors] [added: third party service providers] to adhere to privacy and cybersecurity measures and has a [removed: third-party] [added: third party] service provider monitoring program in place that reviews changes to the security posture of certain higher risk [removed: third-party] [added: third party] service providers.
We annually undergo an external penetration testing by a [removed: third-party] [added: third party] cybersecurity firm.
See Item 1A, “[Risk Factors—Risk Relating to Our Industry, Business & [removed: Operations](#i8f00ce33b17040b5b34e6d7060c3031e_52)—Technology] [added: Operations](#ia9272e3e2bc5421692979288babc2766_55)—Technology] failures and cyber attacks, including, but not limited to, ransomware, exploitation in software or code with malicious intent, state-sponsored cyber attacks, as well as vulnerabilities relating to new technologies, such as generative AI, may impact us or our business partners and service providers, causing a disruption in service and operations which could materially and negatively impact our business and/or expose us to litigation.”
| ARCH CAPITAL | | | [removed: 63] [added: 65] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
Our cybersecurity and IT executives include our CIO, who has [removed: 34] [added: 35] years of experience in Information Technology, including [removed: 21] [added: 22] years in the financial services space.
Our CISO, has [removed: 19] [added: 20] years of experience in information security.
- The Operational Risk Committee (“ORC”), comprised of senior IT, operations, risk, legal and compliance leaders [added: across business segments, manages risks from matters related to business continuity including risks posed by cybersecurity threats, and implements controls to mitigate such operational risks.]
The P&S Committee, ORC, [removed: CIMT] [added: CIMT, AIGOC] and IT Committee are comprised of executives with reporting lines to the CIO and/or the COO.
We also hold employee training on privacy and cybersecurity, records and information management, conduct regular phishing tests and generally seek to promote awareness of cybersecurity risk through communication and education [removed: of] [added: to all] our [removed: employee population.][added: employees.]
- The Artificial Intelligence Governance and Oversight Committee (“AIGOC”), which includes senior executives from IT, legal, compliance, risk and analytics, focuses on the governance of AI through the Company Artificial Intelligence Policy, annual training and vetting new AI technologies.
New AI use cases presented to the AIGOC for approval include a review of cybersecurity controls, among other considerations such as regulatory and business factors.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ARCH CAPITAL | | | 66 | | | 2025 FORM 10-K | | |
across business segments, manages risks from matters related to business continuity including risks posed by cybersecurity threats, and implements controls to mitigate such operational risks.
We also have an enterprise Artificial Intelligence Governance and Oversight Committee focusing on the use and management of AI in our operations.
Item 2. PROPERTIES
2 rewritten, 0 added, 3 removed, 4 unchanged
Our mortgage group leases space for offices in the U.S., [removed: Bermuda, Hong Kong] [added: Bermuda] and Australia.
However, as we continue to develop our business, we may open additional office locations in [removed: 2025.][added: 2026.]
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ARCH CAPITAL | | | 64 | | | 2024 FORM 10-K | | |
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 3 added, 0 removed, 2 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ARCH CAPITAL | | | 67 | | | 2025 FORM 10-K | | |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
10 rewritten, 8 added, 7 removed, 17 unchanged
As of February [removed: 21, 2025,] [added: 6, 2026,] and based on information provided to us by our transfer agent and proxy solicitor, there were [removed: 1,210] [added: 976] holders of record of our common shares (Nasdaq: ACGL) and approximately [removed: 485,646] [added: 646,333] beneficial holders of our common shares.
The following table summarizes our purchases of common shares for the [removed: 2024] [added: 2025] fourth quarter:
(1) This column represents (in whole shares) open market share repurchases, including an aggregate of [removed: 517] [added: nil] shares, [removed: 80] [added: 9,574] shares and [removed: 876] [added: 3] shares repurchased by Arch Capital during October, November and December, respectively, other than through publicly announced plans or programs.
We repurchased these shares from employees in order to facilitate the payment of withholding taxes on restricted [added: and performance] shares granted and the exercise of stock appreciation rights, in each case at their fair value as determined by reference to the closing price of our common shares on the day the restricted [added: and performance] shares vested or the stock appreciation rights were exercised.
(2) This column represents the remaining approximate dollar amount available at the end of each applicable period under Arch Capital’s [removed: $1.0 billion share] repurchase [removed: authorization, authorized by the Board of Directors of ACGL on December 20, 2024, and having no expiration date.][added: authorization.]
| ARCH CAPITAL | | | [removed: 65] [added: 68] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
The following graph compares the cumulative total shareholder return on our common shares for each of the last five years through December 31, [removed: 2024] [added: 2025] to the cumulative total return, assuming reinvestment of dividends, of (1) S&P 500 Composite Stock Index (“S&P 500 Index”) and (2) the S&P 500 Property & Casualty Insurance Index.
[removed: ][added: ]
| | | | Company Name/Index | | | [removed: 12/31/19 | | |] 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | | [added: 12/31/25 | | |]
(2) The above graph assumes that the value of the investment was $100 on December 31, [removed: 2019.][added: 2020.]
| 10/1/2025-10/31/2025 | | | | | | 3,532,228 | | | | | | $ | 89.07 | | | | | 3,532,228 | | | | | | $ | 1,590,313 | |
| 11/1/2025-11/30/2025 | | | | | | 3,479,250 | | | | | | $ | 89.13 | | | | | 3,469,676 | | | | | | $ | 1,281,163 | |
| 12/1/2025-12/31/2025 | | | | | | 1,858,791 | | | | | | $ | 93.71 | | | | | 1,858,788 | | | | | | $ | 1,107,004 | |
| Total | | | | | | 8,870,269 | | | | | | $ | 90.07 | | | | | 8,860,692 | | | | | | | | |
On September 4, 2025, the Company increased its authorization for its existing $1.0 billion share repurchase program by $2.0 billion, and having no expiration date.
| l | | | Arch Capital Group Ltd. | | | $100.00 | | | $123.23 | | | $174.05 | | | $205.91 | | | $269.25 | | | $279.66 | | |
| n | | | S&P 500 Index | | | $100.00 | | | $128.71 | | | $105.40 | | | $133.10 | | | $166.40 | | | $196.16 | | |
| p | | | S&P 500 Property & Casualty Insurance Index | | | $100.00 | | | $119.28 | | | $141.79 | | | $157.12 | | | $212.86 | | | $234.32 | | |
| 10/1/2024-10/31/2024 | | | | | | 517 | | | | | | $ | 113.51 | | | | | — | | | | | | $ | 1,000,000 | |
| 11/1/2024-11/30/2024 | | | | | | 80 | | | | | | $ | 101.85 | | | | | — | | | | | | $ | 1,000,000 | |
| 12/1/2024-12/31/2024 | | | | | | 262,857 | | | | | | $ | 89.66 | | | | | 261,981 | | | | | | $ | 996,796 | |
| Total | | | | | | 263,454 | | | | | | $ | 89.71 | | | | | 261,981 | | | | | | $ | 996,796 | |
| l | | | Arch Capital Group Ltd. | | | $100.00 | | | $84.10 | | | $103.64 | | | $146.37 | | | $173.16 | | | $226.44 | | |
| n | | | S&P 500 Index | | | $100.00 | | | $118.40 | | | $152.39 | | | $124.79 | | | $157.59 | | | $197.02 | | |
| p | | | S&P 500 Property & Casualty Insurance Index | | | $100.00 | | | $106.96 | | | $127.58 | | | $151.65 | | | $168.05 | | | $227.67 | | |
Item 6. [RESERVED]
1 rewritten, 0 added, 0 removed, 2 unchanged
| ARCH CAPITAL | | | [removed: 66] [added: 69] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1,037 rewritten, 432 added, 324 removed, 2,195 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#i8f00ce33b17040b5b34e6d7060c3031e_148)] [added: Firm](#ia9272e3e2bc5421692979288babc2766_151)] (PCAOB ID 238) | | | | | | [removed: [100](#i8f00ce33b17040b5b34e6d7060c3031e_148)] [added: [104](#ia9272e3e2bc5421692979288babc2766_151)] | | |
| [Consolidated Balance [removed: Sheets](#i8f00ce33b17040b5b34e6d7060c3031e_151)] [added: Sheets](#ia9272e3e2bc5421692979288babc2766_154)] | | | | | | | | |
| [Consolidated Statements of [removed: Income](#i8f00ce33b17040b5b34e6d7060c3031e_154)] [added: Income](#ia9272e3e2bc5421692979288babc2766_157)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [103](#i8f00ce33b17040b5b34e6d7060c3031e_154)] [added: [107](#ia9272e3e2bc5421692979288babc2766_157)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i8f00ce33b17040b5b34e6d7060c3031e_157)] [added: Income](#ia9272e3e2bc5421692979288babc2766_160)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [104](#i8f00ce33b17040b5b34e6d7060c3031e_157)] [added: [108](#ia9272e3e2bc5421692979288babc2766_160)] | | |
| [Consolidated Statements of Changes in Shareholders’ [removed: Equity](#i8f00ce33b17040b5b34e6d7060c3031e_160)] [added: Equity](#ia9272e3e2bc5421692979288babc2766_163)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [105](#i8f00ce33b17040b5b34e6d7060c3031e_160)] [added: [109](#ia9272e3e2bc5421692979288babc2766_163)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i8f00ce33b17040b5b34e6d7060c3031e_163)] [added: Flows](#ia9272e3e2bc5421692979288babc2766_166)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [106](#i8f00ce33b17040b5b34e6d7060c3031e_163)] [added: [110](#ia9272e3e2bc5421692979288babc2766_166)] | | |
| | | | [Note 3 - Significant Accounting [removed: Policies](#i8f00ce33b17040b5b34e6d7060c3031e_172)] [added: Policies](#ia9272e3e2bc5421692979288babc2766_178)] | | | [removed: [108](#i8f00ce33b17040b5b34e6d7060c3031e_172)] [added: [112](#ia9272e3e2bc5421692979288babc2766_178)] | | |
| [removed: | | | [Note 5 - Reserve] [added: Reserve] for [removed: Losses] [added: losses] and [removed: Loss Adjustment Expenses](#i8f00ce33b17040b5b34e6d7060c3031e_178)] [added: loss adjustment expenses] | | | [removed: [122](#i8f00ce33b17040b5b34e6d7060c3031e_178)] [added: $] | [added: 33,547] | |
| | | | [Note 6 - Short Duration [removed: Contracts](#i8f00ce33b17040b5b34e6d7060c3031e_181)] [added: Contracts](#ia9272e3e2bc5421692979288babc2766_190)] | | | [removed: [124](#i8f00ce33b17040b5b34e6d7060c3031e_181)] [added: [128](#ia9272e3e2bc5421692979288babc2766_190)] | | |
| | | | [Note 7 - Allowance for Expected Credit [removed: Losses](#i8f00ce33b17040b5b34e6d7060c3031e_184)] [added: Losses](#ia9272e3e2bc5421692979288babc2766_193)] | | | [removed: [136](#i8f00ce33b17040b5b34e6d7060c3031e_184)] [added: [142](#ia9272e3e2bc5421692979288babc2766_193)] | | |
| | | | [Note 12 - Variable interest [removed: entities](#i8f00ce33b17040b5b34e6d7060c3031e_199)] [added: entities](#ia9272e3e2bc5421692979288babc2766_208)] | | | [removed: [151](#i8f00ce33b17040b5b34e6d7060c3031e_199)] [added: [157](#ia9272e3e2bc5421692979288babc2766_208)] | | |
| | | | [Note 13 - Other Comprehensive Income [removed: (Loss)](#i8f00ce33b17040b5b34e6d7060c3031e_202)] [added: (Loss)](#ia9272e3e2bc5421692979288babc2766_214)] | | | [removed: [152](#i8f00ce33b17040b5b34e6d7060c3031e_202)] [added: [158](#ia9272e3e2bc5421692979288babc2766_214)] | | |
| | | | [Note 14 - Earnings Per Common [removed: Share](#i8f00ce33b17040b5b34e6d7060c3031e_205)] [added: Share](#ia9272e3e2bc5421692979288babc2766_217)] | | | [removed: [154](#i8f00ce33b17040b5b34e6d7060c3031e_205)] [added: [160](#ia9272e3e2bc5421692979288babc2766_217)] | | |
| | | | [Note 16 - Transactions with Related [removed: Parties](#i8f00ce33b17040b5b34e6d7060c3031e_211)] [added: Parties](#ia9272e3e2bc5421692979288babc2766_223)] | | | [removed: [157](#i8f00ce33b17040b5b34e6d7060c3031e_211)] [added: [164](#ia9272e3e2bc5421692979288babc2766_223)] | | |
| | | | [Note 18 - Commitments and [removed: Contingencies](#i8f00ce33b17040b5b34e6d7060c3031e_220)] [added: Contingencies](#ia9272e3e2bc5421692979288babc2766_232)] | | | [removed: [158](#i8f00ce33b17040b5b34e6d7060c3031e_220)] [added: [165](#ia9272e3e2bc5421692979288babc2766_232)] | | |
| | | | [Note 19 - Debt and Financing [removed: Arrangements](#i8f00ce33b17040b5b34e6d7060c3031e_223)] [added: Arrangements](#ia9272e3e2bc5421692979288babc2766_235)] | | | [removed: [159](#i8f00ce33b17040b5b34e6d7060c3031e_223)] [added: [166](#ia9272e3e2bc5421692979288babc2766_235)] | | |
| | | | [Note 20 - Goodwill and Intangible [removed: Assets](#i8f00ce33b17040b5b34e6d7060c3031e_226)] [added: Assets](#ia9272e3e2bc5421692979288babc2766_238)] | | | [removed: [161](#i8f00ce33b17040b5b34e6d7060c3031e_226)] [added: [167](#ia9272e3e2bc5421692979288babc2766_238)] | | |
| [added: Share based compensation] | | | [removed: [Note 22 - Share-Based Compensation](#i8f00ce33b17040b5b34e6d7060c3031e_235)] | | | [removed: [163](#i8f00ce33b17040b5b34e6d7060c3031e_235)] | | | [added: (11) | | | | | | (13) | | |]
| ARCH CAPITAL | | | [removed: 99] [added: 103] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
We have audited the accompanying consolidated balance sheets of Arch Capital Group Ltd. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements").
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and [added: expenditures of the company are being made only in accordance with authorizations of management and directors of the]
| ARCH CAPITAL | | | [removed: 100] [added: 104] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
[removed: expenditures of the company are being made only in accordance with authorizations of management and directors of the] company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
As of December 31, [removed: 2024,] [added: 2025,] the Company’s total reserve for losses and loss adjustment expenses was [removed: $29.4] [added: $33.5] billion.
| ARCH CAPITAL | | | [removed: 101] [added: 105] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |
| Fixed maturities available for sale, at fair value (amortized cost: [removed: $27,570] [added: $32,329] and [removed: $24,131;] [added: $27,570;] net of allowance for credit losses: [removed: $22] [added: $20] and [removed: $28)] [added: $22)] | | | $ | [removed: 27,035] [added: 32,426] | | | | | $ | [removed: 23,553] [added: 27,035] | |
| Short-term investments available for sale, at fair value (amortized cost: [removed: $2,784] [added: $2,624] and [removed: $2,064;] [added: $2,784;] net of allowance for credit losses: $0 and $0 ) | | | [removed: 2,784] [added: 2,625] | | | | | | [removed: 2,063] [added: 2,784] | | |
| Equity securities, at fair value | | | [removed: 1,675] [added: 1,864] | | | | | | [removed: 1,186] [added: 1,675] | | |
| Other investments (portion measured at fair value: [removed: $3,066] [added: $3,136] and [removed: $2,488)] [added: $3,066)] | | | [removed: 3,066] [added: 3,136] | | | | | | [removed: 2,488] [added: 3,066] | | |
| Investments accounted for using the equity method | | | [removed: 5,980] [added: 6,453] | | | | | | [removed: 4,566] [added: 5,980] | | |
| Total investments | | | [removed: 40,540] [added: 46,504] | | | | | | [removed: 33,856] [added: 40,540] | | |
| Cash | | | [added: $ | 993 | | | | | $ |] 979 | | | | | [added: $] | 917 | | [removed: |]
| | | | At December 31, 2025 and December 31, 2024 | | | [106](#ia9272e3e2bc5421692979288babc2766_154) | | |
| | | | [Note 1 - General](#ia9272e3e2bc5421692979288babc2766_169) | | | [111](#ia9272e3e2bc5421692979288babc2766_169) | | |
| | | | [Note 2 - Acquisitions](#ia9272e3e2bc5421692979288babc2766_172) | | | [111](#ia9272e3e2bc5421692979288babc2766_172) | | |
| | | | [Note 4 - Segment Information](#ia9272e3e2bc5421692979288babc2766_181) | | | [121](#ia9272e3e2bc5421692979288babc2766_181) | | |
| | | | [Note 8 - Reinsurance](#ia9272e3e2bc5421692979288babc2766_196) | | | [143](#ia9272e3e2bc5421692979288babc2766_196) | | |
| | | | [Note 9 - Investment Information](#ia9272e3e2bc5421692979288babc2766_199) | | | [145](#ia9272e3e2bc5421692979288babc2766_199) | | |
| | | | [Note 10 - Fair Value](#ia9272e3e2bc5421692979288babc2766_202) | | | [150](#ia9272e3e2bc5421692979288babc2766_202) | | |
| | | | [Note 11 - Derivative Instruments](#ia9272e3e2bc5421692979288babc2766_205) | | | [156](#ia9272e3e2bc5421692979288babc2766_205) | | |
| | | | [Note 15 - Income Taxes](#ia9272e3e2bc5421692979288babc2766_220) | | | [160](#ia9272e3e2bc5421692979288babc2766_220) | | |
| | | | [Note 17 - Leases](#ia9272e3e2bc5421692979288babc2766_229) | | | [164](#ia9272e3e2bc5421692979288babc2766_229) | | |
| | | | [Note 21 - Shareholders’ Equity](#ia9272e3e2bc5421692979288babc2766_241) | | | [168](#ia9272e3e2bc5421692979288babc2766_241) | | |
| | | | [Note 23 - Retirement Plans](#ia9272e3e2bc5421692979288babc2766_250) | | | [173](#ia9272e3e2bc5421692979288babc2766_250) | | |
| | | | [Note 24 - Legal Proceedings](#ia9272e3e2bc5421692979288babc2766_253) | | | [173](#ia9272e3e2bc5421692979288babc2766_253) | | |
| | | | [Note 25 - Statutory Information](#ia9272e3e2bc5421692979288babc2766_256) | | | [173](#ia9272e3e2bc5421692979288babc2766_256) | | |
February 26, 2026
| Net (income) loss attributable to noncontrolling interests | | | — | | | | | | — | | | | | | 1 | | |
| Net (income) loss attributable to noncontrolling interests | | | — | | | | | | — | | | | | | 1 | | |
| Foreign currency translation adjustments | | | 84 | | | | | | (102) | | | | | | 23 | | |
| Net income | | | $ | 4,399 | | | | | $ | 4,312 | | | | | $ | 4,442 | |
| Amortization of intangible assets | | | 193 | | | | | | 235 | | | | | | 95 | | |
The MCE Acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”).
Pursuant to Topic 805, the Company allocated the MCE Acquisition purchase price to tangible and identifiable intangible assets
acquired and liabilities assumed based on their estimated fair values as of the acquisition date.
The excess of the purchase price over those fair values was recorded to goodwill.
During the measurement period, the Company adjusted the provisional amounts to reflect new information obtained about facts and circumstances that existed as of the acquisition date, which, if known, would have affected the measurement of the amounts recognized as of that date.
Such adjustments impacted certain identifiable assets acquired and liabilities assumed, resulting in a decrease in net assets acquired and a corresponding increase to goodwill of $10 million.
The Company completed the analysis of the fair value of the assets, liabilities assumed and the related allocation of the purchase price during the second quarter 2025.
| Goodwill (a) - (b) | | | | | | $ | 276 | | | | | | | |
Insurance Company, Arch Property Casualty Insurance Company, Arch Indemnity Insurance Company, Arch Wilsure Insurance Company, Arch Insurance Canada Ltd. (“Arch Insurance Canada”), Arch Reinsurance Europe Designated Activity Company (“Arch Re Europe”), Arch Mortgage Insurance Company (“AMIC”), Arch Mortgage Guaranty Company (“AMG”), United Guaranty Residential Insurance Company (“UGRIC”), Arch Lenders Mortgage Indemnity Ltd. (“Arch Indemnity”), Arch Insurance (EU) Designated Activity Company (“Arch Insurance (EU)”), Arch Insurance (U.K.) Limited (“Arch Insurance (U.K.)”) and the Company’s participation on Lloyd’s of London syndicates: 2012 (“Arch Syndicate 2012”) and 1955 (“Arch Syndicate 1955” and together with Arch Syndicate 2012, the Company’s “Lloyd’s Syndicates”).
the terms of such contracts.
permitted or legally required cancellation, or the value of the property has increased sufficiently to trigger a lender permitted cancellation.Premium refunds reduce premiums earned in the consolidated statements of income.
involvement in the VIE, the contractual terms, and the overall structure of the VIE.
Such ratios consider, among other
appreciation or decline in value of securities, a component of accumulated other comprehensive income, net of applicable deferred income tax.
See [note 15,](#ia9272e3e2bc5421692979288babc2766_220) for additional information.
Compensation
expected to be realized.
(t) Government Grants
The Company claims substance-based government grants and refundable tax credits based on eligible expenditures in the jurisdictions in which it operates.
Such amounts are recognized as reductions to the related expenses from which they are derived in the period where it is probable, the conditions for receiving the grant or refundable tax credits are satisfied.
| | | | At December 31, 2024 and December 31, 2023 | | | [102](#i8f00ce33b17040b5b34e6d7060c3031e_151) | | |
| | | | [Note 1 - General](#i8f00ce33b17040b5b34e6d7060c3031e_166) | | | [107](#i8f00ce33b17040b5b34e6d7060c3031e_166) | | |
| | | | [Note 2 - Acquisitions](#i8f00ce33b17040b5b34e6d7060c3031e_169) | | | [107](#i8f00ce33b17040b5b34e6d7060c3031e_169) | | |
| | | | [Note 4 - Segment Information](#i8f00ce33b17040b5b34e6d7060c3031e_175) | | | [117](#i8f00ce33b17040b5b34e6d7060c3031e_175) | | |
| | | | [Note 8 - Reinsurance](#i8f00ce33b17040b5b34e6d7060c3031e_187) | | | [137](#i8f00ce33b17040b5b34e6d7060c3031e_187) | | |
| | | | [Note 9 - Investment Information](#i8f00ce33b17040b5b34e6d7060c3031e_190) | | | [139](#i8f00ce33b17040b5b34e6d7060c3031e_190) | | |
| | | | [Note 10 - Fair Value](#i8f00ce33b17040b5b34e6d7060c3031e_193) | | | [144](#i8f00ce33b17040b5b34e6d7060c3031e_193) | | |
| | | | [Note 11 - Derivative Instruments](#i8f00ce33b17040b5b34e6d7060c3031e_196) | | | [150](#i8f00ce33b17040b5b34e6d7060c3031e_196) | | |
| | | | [Note 15 - Income Taxes](#i8f00ce33b17040b5b34e6d7060c3031e_208) | | | [154](#i8f00ce33b17040b5b34e6d7060c3031e_208) | | |
| | | | [Note 17 - Leases](#i8f00ce33b17040b5b34e6d7060c3031e_217) | | | [158](#i8f00ce33b17040b5b34e6d7060c3031e_217) | | |
| | | | [Note 21 - Shareholders’ Equity](#i8f00ce33b17040b5b34e6d7060c3031e_229) | | | [162](#i8f00ce33b17040b5b34e6d7060c3031e_229) | | |
| | | | [Note 23 - Retirement Plans](#i8f00ce33b17040b5b34e6d7060c3031e_238) | | | [166](#i8f00ce33b17040b5b34e6d7060c3031e_238) | | |
| | | | [Note 24 - Legal Proceedings](#i8f00ce33b17040b5b34e6d7060c3031e_241) | | | [166](#i8f00ce33b17040b5b34e6d7060c3031e_241) | | |
| | | | [Note 25 - Statutory Information](#i8f00ce33b17040b5b34e6d7060c3031e_244) | | | [166](#i8f00ce33b17040b5b34e6d7060c3031e_244) | | |
| | | | [Note 26 - Subsequent Events](#i8f00ce33b17040b5b34e6d7060c3031e_253) | | | [170](#i8f00ce33b17040b5b34e6d7060c3031e_253) | | |
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded the acquired U.S. Middle Market Property & Casualty and U.S. Entertainment Property and Casualty Insurance Business (“MCE”) from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024.
We have also excluded MCE from our audit of internal control over financial reporting.
MCE represents 1.6% of total assets and 3.5% of total revenues as of and for the year ended December 31, 2024.
February 27, 2025
This business is written by Fireman’s Fund Insurance Company, an affiliate of Allianz, and its subsidiaries (collectively, the “Business Entities”), in each case, relating to relevant policies with accident years 2016 and onwards (collectively, the “Business”), as well as certain assets of Allianz and its affiliates related to the Business.
The fair value of the assets and liabilities are preliminary and may change with offsetting adjustments to goodwill.
The Company may make further adjustments to its purchase price allocation through the end of the permissible one-year measurement period.
| Goodwill (a) - (b) | | | | | | $ | 246 | | | | | | | |
investment yield, loss ratio and related expenses;
and 1955 (“Arch Syndicate 1955” and together with Arch Syndicate 2012, the Company’s “Lloyd’s Syndicates”).
In addition, reinsurance contracts under which the Company assumes business
corridors, sublimits and caps.
Premium refunds reduce premiums earned in the consolidated statements of income.
known.
The accretion of the deposit
proportionate share of the net income or loss of the funds (which include changes in the fair value of the underlying securities in the funds).
financial interest.
included in net income.
On December 27, 2023 the Bermuda government enacted tax legislation referred to as the Corporate Income Tax Act 2023 (“Bermuda CIT Act”).
The enacted legislation includes a provision referred to as the Economic Transition Adjustment, which requires Bermuda Constituent entities to establish tax basis in their assets and liabilities, excluding goodwill, based on fair value as of September 30, 2023.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
See [note 15,](#i8f00ce33b17040b5b34e6d7060c3031e_208) for additional information regarding Company’s deferred income tax asset.
The Company adopted ASU 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which was issued in March 2020 and amended in December 2022 with ASU 2022-06, “Reference Rate Reform (Topic 848)”.
This ASU provides optional expedients and exceptions for applying GAAP to investments, derivatives, or other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform.
Along with the optional expedients, the amendments include a general principle that permits an entity to consider contract modifications due to reference reform to be an event that does not require contract re-measurement at the modification date or reassessment of a previous accounting determination.
An excerpt. Shown here: 40 of 1,037 rewritten, 40 of 432 added and 40 of 324 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
7 rewritten, 1 added, 6 removed, 7 unchanged
In connection with the filing of this Form 10-K, our management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as of December 31, [removed: 2024,] [added: 2025,] for the purposes set forth in the applicable rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s disclosure controls and procedures were effective.
Our management assessed the effectiveness of our internal control over financial reporting [removed: as of December 31, 2024.]
Because of its inherent limitations, internal control over financial reporting may not prevent or detect [added: all] misstatements.
Based on our assessment, management determined that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Item 8.
[removed: Other than the item noted above, there] [added: There] have been no changes in internal control over financial reporting that occurred during the [removed: fiscal] quarter ended December 31, [removed: 2024] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
as of December 31, 2025.
On August 1, 2024, we completed the MCE Acquisition, and we are currently integrating the MCE Acquisition into our internal control system.
Consistent with guidance issued by the SEC, we exclude the MCE Acquisition from our evaluation of the effectiveness of the Company’s disclosure controls and procedures described above and our assessment of internal control over financial reporting as of December 31, 2024.
The MCE Acquisition represents 1.6% of total assets, and 3.5% of total revenues as of December 31, 2024.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ARCH CAPITAL | | | 171 | | | 2024 FORM 10-K | | |
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 0 unchanged
During the three months ended December 31, [removed: 2024,] [added: 2025,] none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 3 added, 0 removed, 2 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ARCH CAPITAL | | | 177 | | | 2025 FORM 10-K | | |
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 7 unchanged
The information required by this item is incorporated by reference from the information to be included in our definitive proxy statement (“Proxy Statement”) for our annual meeting of shareholders to be held in [removed: 2025,] [added: 2026,] which we intend to file with the SEC pursuant to Regulation 14A no later than 120 days after the end of the Company’s fiscal year which ended on December 31, [removed: 2024.][added: 2025.]
Item 11. EXECUTIVE COMPENSATION
2 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this item is incorporated by reference from the information to be included in the Proxy Statement which we intend to file pursuant to Regulation 14A with the SEC no later than 120 days after the end of the Company’s fiscal year ended on December 31, [removed: 2024,] [added: 2025,] which Proxy Statement is incorporated by reference.
| ARCH CAPITAL | | | [removed: 172] [added: 178] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
8 rewritten, 1 added, 1 removed, 7 unchanged
Other than the information set forth below, the information required by this item is incorporated by reference from the information to be included in the Proxy Statement which we intend to file pursuant to Regulation 14A with the SEC no later than 120 days after the end of the Company’s fiscal year ended on December 31, [removed: 2024,] [added: 2025,] which Proxy Statement is incorporated by reference.
The following information is as of December 31, [removed: 2024:][added: 2025:]
| Equity compensation plans approved by security holders | | | [removed: 12.8] [added: 10.5] | | | | | | $ | [removed: 48.54] [added: 56.74] | | | | | [removed: 12.5] [added: 10.6] | | | | | |
(1) Includes all vested and unvested stock options outstanding of [removed: 12.5] [added: 10.2] million and restricted [removed: stock] and performance [added: share] units outstanding of 0.3 million.
The weighted average exercise price does not take into account restricted [removed: stock] [added: and performance share] units.
In addition, the weighted average remaining contractual life of the Company's outstanding exercisable stock options and SARs at December 31, [removed: 2024] [added: 2025] was [removed: 4.7] [added: 4.4] years.
(2) Includes [removed: 3.1] [added: 2.8] million common shares remaining available for future issuance under our Employee Share Purchase Plan and [removed: 9.4] [added: 7.8] million common shares remaining available for future issuance under our equity compensation plans.
In addition, [removed: 7.4] [added: 6.2] million common shares, or [removed: 59.2%] [added: 58.5%] of the [removed: 12.5] [added: 10.6] million common shares remaining available for future issuance may be issued in connection with full value awards (*i.e*., awards other than stock options or SARs).
| Total | | | 10.5 | | | | | | $ | 56.74 | | | | | 10.6 | | | (2) | | |
| Total | | | 12.8 | | | | | | $ | 48.54 | | | | | 12.5 | | | (2) | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference from the information to be included in the Proxy Statement which we intend to file pursuant to Regulation 14A with the SEC no later than 120 days after the end of the Company’s fiscal year ended on December 31, [removed: 2024,] [added: 2025,] which Proxy Statement is incorporated by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 3 unchanged
The information required by this item is incorporated by reference from the information to be included in our Proxy Statement which we intend to file pursuant to Regulation 14A with the SEC no later than 120 days after the end of the Company’s fiscal year ended on December 31, [removed: 2024,] [added: 2025,] which Proxy Statement is incorporated by reference.
| ARCH CAPITAL | | | [removed: 173] [added: 179] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
93 rewritten, 18 added, 56 removed, 228 unchanged
| [II. Condensed Financial Information of [removed: Registrant](#i8f00ce33b17040b5b34e6d7060c3031e_286)] [added: Registrant](#ia9272e3e2bc5421692979288babc2766_298)] | | | | | | | | |
| | | | As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [180](#i8f00ce33b17040b5b34e6d7060c3031e_286)] [added: [184](#ia9272e3e2bc5421692979288babc2766_298)] | | |
| [III. Supplementary Insurance [removed: Information](#i8f00ce33b17040b5b34e6d7060c3031e_289)] [added: Information](#ia9272e3e2bc5421692979288babc2766_301)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [183](#i8f00ce33b17040b5b34e6d7060c3031e_289)] [added: [187](#ia9272e3e2bc5421692979288babc2766_301)] | | |
| | | | For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [184](#i8f00ce33b17040b5b34e6d7060c3031e_292)] [added: [188](#ia9272e3e2bc5421692979288babc2766_304)] | | |
| [VI. Supplementary Information for Property and Casualty Insurance [removed: Underwriters](#i8f00ce33b17040b5b34e6d7060c3031e_295)] [added: Underwriters](#ia9272e3e2bc5421692979288babc2766_307)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [185](#i8f00ce33b17040b5b34e6d7060c3031e_295)] [added: [189](#ia9272e3e2bc5421692979288babc2766_307)] | | |
| ARCH CAPITAL | | | [removed: 174] [added: 180] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
| 10.2.1 | | | | | | [ACGL [removed: 2015] [added: 2018] Long Term Incentive and Share Award [removed: Plan†](https://www.sec.gov/Archives/edgar/data/947484/000094748415000015/a2015proxy.htm)] [added: Plan†](https://www.sec.gov/Archives/edgar/data/947484/000094748418000030/a2018proxydef14a.htm)] | | | | | | DEF 14A | | | | | | | | | | | | March [removed: 26, 2015] [added: 28, 2018] | | | | | | | | |
| 10.2.2 | | | | | | [ACGL [added: Amended and Restated] 2018 Long Term Incentive and Share Award [removed: Plan†](https://www.sec.gov/Archives/edgar/data/947484/000094748418000030/a2018proxydef14a.htm)] [added: Plan†](https://www.sec.gov/Archives/edgar/data/947484/000094748425000066/ex102acglar2018ltipeffecti.htm)] | | | | | | [removed: DEF 14A] [added: 10-Q] | | | | | | [added: 10.2] | | | | | | [removed: March 28, 2018] [added: August 5, 2025] | | | | | | | | |
| [removed: 10.2.4] [added: 10.2.5] | | | | | | [ACGL 2022 Long Term Incentive and Share Award Plan†](https://www.sec.gov/Archives/edgar/data/947484/000094748422000040/ex101acgl2022long-termince.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | May 4, 2022 | | | | | | | | |
| 10.3.2 | | | | | | [Form of Restricted Share Agreement between ACGL and each of the Non-Employee Directors of [removed: ACGL†](https://www.sec.gov/Archives/edgar/data/947484/000094748418000057/ex106directors.htm)] [added: ACGL†](https://www.sec.gov/Archives/edgar/data/947484/000094748425000066/ex101rsaagreement.htm)] | | | | | | 10-Q | | | | | | [removed: 10.6] [added: 10.1] | | | | | | August [removed: 8, 2018] [added: 5, 2025] | | | | | | | | |
| [removed: 10.3.4] [added: 10.3.5] | | | | | | [Form of Non-Qualified Stock Option Agreement, dated as of May 13, [removed: 2015,] [added: 2016,] between ACGL and each of [removed: Marc Grandisson†](https://www.sec.gov/Archives/edgar/data/947484/000094748415000027/exhibit103option.htm)] [added: Nicolas Papadopoulo, Maamoun Rajeh and Louis T. Petrillo†](https://www.sec.gov/Archives/edgar/data/947484/000094748416000061/ex103nqso5-13x16grants.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | August [removed: 7, 2015] [added: 5, 2016] | | | | | | | | |
| ARCH CAPITAL | | | [removed: 175] [added: 181] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
| [removed: 10.3.5] [added: 10.3.6] | | | | | | [Form of Non-Qualified Stock Option Agreement, dated as of May [removed: 13, 2016,] [added: 8, 2017,] between ACGL and each of [removed: Marc Grandisson,] Nicolas Papadopoulo, Maamoun Rajeh and Louis T. [removed: Petrillo†](https://www.sec.gov/Archives/edgar/data/947484/000094748416000061/ex103nqso5-13x16grants.htm)] [added: Petrillo†](https://www.sec.gov/Archives/edgar/data/947484/000094748417000055/ex105optionagreement.htm)] | | | | | | 10-Q | | | | | | [removed: 10.3] [added: 10.5] | | | | | | August [removed: 5, 2016] [added: 4, 2017] | | | | | | | | |
| [removed: 10.5] [added: 10.5.1] | | | | | | [Employment Agreement, dated as of September 19, 2017 between ACGL and Maamoun Rajeh†](https://www.sec.gov/Archives/edgar/data/947484/000094748417000097/ex102693017.htm) | | | | | | 10-Q | | | | | | 10.26 | | | | | | November 3, 2017 | | | | | | | | |
| [removed: 10.6] [added: 10.6.1] | | | | | | [Employment Agreement, dated as of September 19, 2017 between ACGL and Nicholas Papadopoulo†](https://www.sec.gov/Archives/edgar/data/947484/000094748417000097/ex102793017.htm) | | | | | | 10-Q | | | | | | 10.27 | | | | | | November 3, 2017 | | | | | | | | |
| 10.8 | | | | | | [Employment Agreement, dated as of [removed: April 9,] [added: November 13,] 2018, between [removed: ACGL] [added: Arch Capital Services Inc.] and [removed: Marc Grandisson†](https://www.sec.gov/Archives/edgar/data/947484/000094748418000032/ex101emplagmtmg.htm)] [added: Louis Petrillo†](https://www.sec.gov/Archives/edgar/data/947484/000094748419000008/a2018ex1016.htm)] | | | | | | [removed: 8-K/A] [added: 10-K] | | | | | | [removed: 10.1] [added: 10.16] | | | | | | [removed: April 11, 2018] [added: February 28, 2019] | | | | | | | | |
| [removed: 10.9] [added: 10.9.1] | | | | | | [Employment [removed: Agreement,] [added: Agreement] dated as of [removed: November 13, 2018,] [added: October 1,2019] between Arch Capital [removed: Services Inc.] [added: Group Ltd.] and [removed: Louis Petrillo†](https://www.sec.gov/Archives/edgar/data/947484/000094748419000008/a2018ex1016.htm)] [added: David Gansberg †](https://www.sec.gov/Archives/edgar/data/947484/000094748420000012/ex1016.htm)] | | | | | | 10-K | | | | | | 10.16 | | | | | | February 28, [removed: 2019] [added: 2020] | | | | | | | | |
| [removed: 10.10] [added: 10.9.3] | | | | | | [removed: [Employment Agreement] [added: [Second Amendment to Employment Agreement,] dated as of [removed: October 1,2019] [added: December 11, 2024,] between Arch Capital Group [removed: Ltd.] [added: (U.S.) Inc.] and David [removed: Gansberg †](https://www.sec.gov/Archives/edgar/data/947484/000094748420000012/ex1016.htm)] [added: Gansberg†](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1024-secondamendmenttodg.htm)] | | | | | | 10-K | | | | | | [removed: 10.16] [added: 10.24] | | | | | | February [removed: 28, 2020] [added: 27, 2025] | | | | | | | | |
| [removed: 10.11] [added: 10.10] | | | | | | [Employment Agreement dated as of May 7, 2021 between Arch Capital Group Ltd. and Christine Todd †](https://www.sec.gov/Archives/edgar/data/0000947484/000094748421000113/ex101employmentagreement.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | August 5, 2021 | | | | | | | | |
| [removed: 10.12] [added: 10.11] | | | | | | [Arch U.S. Executive Supplemental Non-Qualified Savings and Retirement Plan†](https://www.sec.gov/Archives/edgar/data/947484/000104746909002082/a2190626zex-10_24.htm) | | | | | | 10-K | | | | | | 10.24 | | | | | | March 2, 2009 | | | | | | | | |
| 10.13.1 | | | | | | [removed: [Third] [added: [Fourth] Amended and Restated Credit Agreement, dated as of [removed: December 17, 2019,] [added: August 23, 2023,] by and among [removed: ACGL,] [added: Arch Capital Group Ltd.,] certain of its [removed: subsidiaries as subsidiary borrowers,] [added: subsidiaries,] Bank of America, N.A., as Administrative Agent, [removed: Fronting Bank] and [removed: L/C Administrator, and] the lenders party [removed: thereto](https://www.sec.gov/Archives/edgar/data/947484/000094748419000069/ex101creditagreement.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/947484/000094748423000102/ex101creditagreement11923.htm)[(1)](https://www.sec.gov/Archives/edgar/data/947484/000094748423000102/ex101creditagreement11923.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 10.1 | | | | | | [removed: December 18, 2019] [added: November 9, 2023] | | | | | | | | |
| [removed: 10.15] [added: 10.15.1] | | | | | | [Amendment No. 3 and Joinder to Letter of Credit Facility Agreement, dated as of October 25, 2023, by and between Arch Reinsurance Ltd., as the borrower and Lloyds Bank Corporate Markets plc, as the Administrative Agent and L/C Agent.](https://www.sec.gov/Archives/edgar/data/947484/000094748423000095/amendmentno3.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | October 30, 2023 | | | | | | | | |
| [removed: 10.17] [added: 10.6.2] | | | | | | [Amendment to Employment Agreement, dated as of October 13, 2024, between ACGL and Nicolas Papadopoulo †](https://www.sec.gov/Archives/edgar/data/947484/000094748424000144/ex102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | November 7, 2024 | | | | | | | | |
| [removed: 10.18] [added: 10.15.2] | | | | | | [Amendment No. 4 to Letter of Credit Facility Agreement dated as of October 30, 2024 by and between Arch Reinsurance Ltd., as the borrower and Lloyds Bank.](https://www.sec.gov/Archives/edgar/data/947484/000094748424000135/exhibit101110424.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | November 4, 2024 | | | | | | | | |
| ARCH CAPITAL | | | [removed: 176] [added: 182] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
| [removed: 10.19] [added: 10.9.2] | | | | | | [Amendment to Employment Agreement, dated as of November 7, 2024, [removed: between](https://www.sec.gov/Archives/edgar/data/947484/000094748424000148/ex10111724.htm) [](https://www.sec.gov/Archives/edgar/data/947484/000094748424000148/ex10111724.htm)[Arch] [added: between Arch] U.S. MI Services Inc. and David Gansberg †](https://www.sec.gov/Archives/edgar/data/947484/000094748424000148/ex10111724.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | November 8, 2024 | | | | | | | | |
| [removed: 10.20] [added: 10.5.2] | | | | | | [Amendment to Employment Agreement, dated as of November 7, 2024, between Arch Capital Group Ltd. and Maamoun Rajeh †](https://www.sec.gov/Archives/edgar/data/947484/000094748424000148/ex10211724.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | November 8, 2024 | | | | | | | | |
| [removed: 10.21] [added: 10.17] | | | | | | [Form of Non-Qualified Stock Option Outperformance Award Agreement for Named Executive Officers and certain Executive Officers of ACGL and subsidiaries†](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1021-outperformanceaward.htm) | | | | | | [added: 10-K] | | | | | | [added: 10.21] | | | | | | [added: February 27, 2025] | | | | | | [removed: X] | | |
| [removed: 10.22] [added: 10.18] | | | | | | [Form of Restricted Share Outperformance Award Agreement between ACGL and each of Nicolas Papadopoulo, Maamoun Rajeh and David Gansberg†](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1022-rsatier1.htm) | | | | | | [added: 10-K] | | | | | | [added: 10.22] | | | | | | [added: February 27, 2025] | | | | | | [removed: X] | | |
| [removed: 10.23] [added: 10.19] | | | | | | [Form of Restricted Share Outperformance Award Agreement between ACGL [removed: and](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1023-rsatierii.htm) [](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1023-rsatierii.htm)[each] [added: and each] of François Morin, Christine Todd and certain other Executive Officers [removed: of](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1023-rsatierii.htm) [](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1023-rsatierii.htm)[ACGL†](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1023-rsatierii.htm)] [added: of ACGL†](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1023-rsatierii.htm)] | | | | | | [added: 10-K] | | | | | | [added: 10.23] | | | | | | [added: February 27, 2025] | | | | | | [removed: X] | | |
| 19.1 | | | | | | [Policy Statement on Insider Trading and Confidential Information](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex191-insidertradingpolicy.htm) | | | | | | [added: 10-K] | | | | | | [added: 19.1] | | | | | | [added: February 27, 2025] | | | | | | [removed: X] | | |
| 21 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/a2024ex21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/947484/000094748426000017/a2025ex21.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 23 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/a2024ex23.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/947484/000094748426000017/a2025ex23.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 24 | | | | | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/a2024ex24.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/947484/000094748426000017/a2025ex24.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/a2024ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748426000017/a2025ex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/a2024ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748426000017/a2025ex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/a2024ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748426000017/a2025ex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: X] [added: X*] | | |
| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/a2024ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748426000017/a2025ex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: X] [added: X*] | | |
| [IV. Reinsurance](#ia9272e3e2bc5421692979288babc2766_304) | | | | | | | | |
| 10.2.4 | | | | | | [Second Amended and Restated ACGL 2007 Employee Share Purchase Plan†](https://www.sec.gov/Archives/edgar/data/947484/000094748425000066/ex104secondaracglesppeffec.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | August 5, 2025 | | | | | | | | |
| 10.2.6 | | | | | | [ACGL Amended and Restated 2022 Long Term Incentive and Share Award Plan†](https://www.sec.gov/Archives/edgar/data/947484/000094748425000066/ex103acglar2022ltipeffecti.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | August 5, 2025 | | | | | | | | |
| 10.13.2 | | | | | | [Consent and First Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 1, 2025](https://www.sec.gov/Archives/edgar/data/947484/000094748425000085/exhibit101_10q.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | November 6, 2025 | | | | | | | | |
| 10.15.3 | | | | | | [Amendment No. 5 to Letter of Credit Facility Agreement dated as of October 29, 2025 by and between Arch Reinsurance Ltd., as the borrower and Lloyds Bank Corporate Markets plc as Administrative Agent and L/C Agent](https://www.sec.gov/Archives/edgar/data/947484/000094748425000081/exhibit10111325.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | November 3, 2025 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
* Furnished herewith.
| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Insurance | | | $788 | | | $17,527 | | | $5,199 | | | $7,771 | | | NM | | | $4,764 | | | $1,496 | | | $1,172 | | | $7,798 | | |
| Reinsurance | | | 872 | | | 15,523 | | | 4,545 | | | 8,122 | | | NM | | | 4,610 | | | 1,644 | | | 469 | | | 7,618 | | |
| Mortgage | | | 57 | | | 497 | | | 356 | | | 1,172 | | | NM | | | (4) | | | 13 | | | 185 | | | 1,060 | | |
| Total | | | $1,717 | | | $33,547 | | | $10,100 | | | $17,065 | | | NM | | | $9,370 | | | $3,153 | | | $1,826 | | | $16,476 | | |
| Insurance | | | $ | 8,268 | | | | | $ | (2,637) | | | | | $ | 2,167 | | | | | $ | 7,798 | | | | | 27.8 | | % |
| Reinsurance | | | 895 | | | | | | (3,531) | | | | | | 10,254 | | | | | | 7,618 | | | | | | 134.6 | | % |
| Mortgage | | | 1,087 | | | | | | (245) | | | | | | 218 | | | | | | 1,060 | | | | | | 20.6 | | % |
| Total | | | $ | 10,250 | | | | | $ | (6,402) | | | | | $ | 12,628 | | | | | $ | 16,476 | | | | | 76.6 | | % |
| 2025 | | | $ | 1,717 | | $ | 33,547 | | $ | 78 | | $ | 10,100 | | $ | 17,065 | | $ | 1,625 | | $ | 9,970 | | $ | (600) | | $ | 3,153 | | $ | 7,025 | | $ | 16,476 | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| [IV. Reinsurance](#i8f00ce33b17040b5b34e6d7060c3031e_292) | | | | | | | | |
| 10.3.6 | | | | | | [Form of Non-Qualified Stock Option Agreement, dated as of May 8, 2017, between ACGL and each of Marc Grandisson, Nicolas Papadopoulo, Maamoun Rajeh and Louis T. Petrillo†](https://www.sec.gov/Archives/edgar/data/947484/000094748417000055/ex105optionagreement.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | August 4, 2017 | | | | | | | | |
| 10.3.10 | | | | | | [Non-Qualified Stock Option Agreement, dated as of April 9, 2018, between ACGL and Marc Grandisson†](https://www.sec.gov/Archives/edgar/data/947484/000094748418000039/ex105mgnqso.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | May 9, 2018 | | | | | | | | |
| 10.13.2 | | | | | | [First Amendment to Third Amended and Restated Credit Agreement, dated as of August 12, 2020 by and among Arch Capital Group Ltd., the other Loan Parties party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/0000947484/000094748421000145/ex101amendment1tobamlcredi.htm). | | | | | | 10-Q | | | | | | 10.1 | | | | | | November 4, 2021 | | | | | | | | |
| 10.13.3 | | | | | | [The LIBOR Transition Amendment to the Third Amended and Restated Credit Agreement, dated as of September 29, 2021.](https://www.sec.gov/Archives/edgar/data/0000947484/000094748421000145/ex102liboramendmenttobamlc.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | November 4, 2021 | | | | | | | | |
| 10.13.4 | | | | | | [Second Amendment to Third Amended and Restated Credit Agreement, effective as of April 7, 2022, by and among Arch Capital Group Ltd., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/947484/000094748422000028/ex101creditagreement.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | April 12, 2022 | | | | | | | | |
| 10.13.5 | | | | | | [Fourth Amended and Restated Credit Agreement, dated as of August 23, 2023, by and among Arch Capital Group Ltd., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/947484/000094748423000102/ex101creditagreement11923.htm)[(1)](https://www.sec.gov/Archives/edgar/data/947484/000094748423000102/ex101creditagreement11923.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | November 9, 2023 | | | | | | | | |
| 10.24 | | | | | | [Second Amendment to Employment Agreement, dated as of December 11, 2024,](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1024-secondamendmenttodg.htm) [](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1024-secondamendmenttodg.htm)[between Arch Capital Group (U.S.) Inc. and David Gansberg†](https://www.sec.gov/Archives/edgar/data/947484/000094748425000017/ex1024-secondamendmenttodg.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | ARCH CAPITAL GROUP LTD. (Registrant) | | | | | | | | |
| | | | By: | | | /s/ Nicolas Papadopoulo | | | | | |
| | | | | | | Name: | | | Nicolas Papadopoulo | | |
| | | | | | | Title: | | | Chief Executive Officer (Principal Executive Officer) | | |
February 27, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Name | | | Title | | | Date | | |
| /s/ Nicolas Papadopoulo | | | | | | | | |
| Nicolas Papadopoulo | | | Chief Executive Officer (Principal Executive Officer) | | | February 27, 2025 | | |
| /s/ François Morin | | | | | | | | |
| François Morin | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Treasurer | | | February 27, 2025 | | |
| * | | | | | | | | |
| John M. Pasquesi | | | Chair of the Board | | | February 27, 2025 | | |
| John L. Bunce, Jr. | | | Director | | | February 27, 2025 | | |
| Francis Ebong | | | Director | | | February 27, 2025 | | |
| Laurie S. Goodman | | | Director | | | February 27, 2025 | | |
| Daniel J. Houston | | | Director | | | February 27, 2025 | | |
| Moira Kilcoyne | | | Director | | | February 27, 2025 | | |
| Eileen Mallesch | | | Director | | | February 27, 2025 | | |
| Alexander Moczarski | | | Director | | | February 27, 2025 | | |
| Brian S. Posner | | | Director | | | February 27, 2025 | | |
| Eugene S. Sunshine | | | Director | | | February 27, 2025 | | |
| Neal Triplett | | | Director | | | February 27, 2025 | | |
| John D. Vollaro | | | Director | | | February 27, 2025 | | |
___________________
* By François Morin, as attorney-in-fact and agent, pursuant to a power of attorney, a copy of which has been filed with the Securities and Exchange Commission as Exhibit 24 to this report.
An excerpt. Shown here: 40 of 93 rewritten, all 18 added and 40 of 56 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2025 filing and the FY2024 filing.
Item 16. FORM 10-K SUMMARY
1 rewritten, 69 added, 0 removed, 3 unchanged
| ARCH CAPITAL | | | [removed: 185] [added: 189] | | | [removed: 2024] [added: 2025] FORM 10-K | | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | ARCH CAPITAL GROUP LTD. (Registrant) | | | | | | | | |
| | | | By: | | | /s/ Nicolas Papadopoulo | | | | | |
| | | | | | | Name: | | | Nicolas Papadopoulo | | |
| | | | | | | Title: | | | Chief Executive Officer (Principal Executive Officer) | | |
February 26, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name | | | Title | | | Date | | |
| | | | | | | | | |
| /s/ Nicolas Papadopoulo | | | | | | | | |
| Nicolas Papadopoulo | | | Chief Executive Officer (Principal Executive Officer) | | | February 26, 2026 | | |
| | | | | | | | | |
| /s/ François Morin | | | | | | | | |
| François Morin | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Treasurer | | | February 26, 2026 | | |
| | | | | | | | | |
| * | | | | | | | | |
| John M. Pasquesi | | | Chair of the Board | | | February 26, 2026 | | |
| | | | | | | | | |
| * | | | | | | | | |
| John L. Bunce, Jr. | | | Director | | | February 26, 2026 | | |
| | | | | | | | | |
| * | | | | | | | | |
| Francis Ebong | | | Director | | | February 26, 2026 | | |
| | | | | | | | | |
| * | | | | | | | | |
| Laurie S. Goodman | | | Director | | | February 26, 2026 | | |
| | | | | | | | | |
| * | | | | | | | | |
| Daniel J. Houston | | | Director | | | February 26, 2026 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ARCH CAPITAL | | | 190 | | | 2025 FORM 10-K | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name | | | Title | | | Date | | |
An excerpt. Shown here: all 1 rewritten, 40 of 69 added and all 0 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2025 filing and the FY2024 filing.