Everest Group 10-Q 2026-06-30
Filed 2026-08-03. 8 sections, 385K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| X | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||||
| For the quarterly period ended June 30, 2026 | |||||||||||
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number 1-15731
EVEREST GROUP, LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 98-0365432 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Seon Place – 4th Floor 141 Front Street PO Box HM 845 Hamilton Bermuda | HM 19 | |||||||
| (Address of principal executive offices) | (Zip Code) |
441-295-0006
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Class | Trading Symbol | Name of Exchange where Registered | ||||||||||||||||||
| Common Shares, $0.01 par value | EG | New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes | X | No |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Yes | X | No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | X | Accelerated filer | ||||||||||||
| Non-accelerated filer | Smaller reporting company | |||||||||||||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No | X |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Number of Shares Outstanding at July 27, 2026 | |||||||||||||||||||
| Common Shares, $0.01 par value | 38,342,734 |
EVEREST GROUP, LTD.
Table of Contents
Form 10-Q
Safe Harbor Disclosure.
This report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as “may”, “will”, “should”, “could”, “anticipate”, “estimate”, “expect”, “plan”, “believe”, “predict”, “potential” and “intend”. Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Actual events or results may differ materially from those expressed in forward-looking statements. Important factors that could cause actual events or results to be materially different from our forward-looking statements are discussed in our filings with the U.S. Securities and Exchange Commission (the “SEC”) include, but are not limited to, those described under the caption “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K (the “Form 10-K filing”). These include:
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the effects of catastrophic events on our financial results;
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losses from catastrophe exposure that exceed our projections;
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insufficient reserves for losses and loss adjustment expenses (“LAE”) due to the impact of social inflation or other factors;
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greater-than-expected loss ratios on business written by us and adverse development on claim and/or claim expense liabilities related to business written by our insurance and reinsurance subsidiaries;
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our failure to accurately assess underwriting risk and establish adequate premium rates;
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decreases in pricing for property and casualty reinsurance and insurance;
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our inability or failure to purchase adequate reinsurance;
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our ability to maintain our financial strength ratings;
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our ability to execute divestitures, obtain regulatory approvals and effectuate strategic transactions, including but not limited to the sale of our commercial retail insurance business globally;
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the failure of our insureds, intermediaries and reinsurers to satisfy their obligations to us;
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declines in our investment values and investment income due to exposure to financial markets conditions;
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the failure to maintain enough cash to meet near-term financial obligations;
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our ability to pay dividends, interest and principal, which is dependent on our ability to receive dividends, loan payments and other funds from subsidiaries in our holding company structure;
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reduced net income and capital levels due to foreign currency exchange losses;
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our sensitivity to unanticipated levels of inflation;
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the effects of global economic conditions, conflicts and measures taken by domestic or foreign governments on our business, including but not limited to the impact of tariffs imposed or threatened by the U.S. or foreign governments;
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our ability to attract and retain key executive officers and the executives and employees necessary to manage our business;
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the effect of cybersecurity risks, including technology breaches, systems or operational failures by us or our third-party service providers, and regulatory and legislative developments related to cybersecurity on our business;
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our dependence on brokers and agents for business development;
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material variation of analytical models used in decision making from actual results;
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the effects of business continuation risk on our operations;
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the effect on our business of the highly competitive nature of our industry, including the effects of new entrants to, competing products for and consolidation in the (re)insurance industry;
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an anti-takeover effect caused by insurance laws and provisions in the bye-laws of Group (as defined in Part I below);
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the difficulty investors in Group may have in protecting their interests compared to investors in a U.S. corporation;
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the effects of new regulations, regulatory oversight and our failure to comply with insurance laws and regulations and other regulatory challenges;
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the ability of Bermuda Re (as defined in Part I below) to obtain licenses or admittance in additional jurisdictions to develop its business;
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the ability of Bermuda Re to arrange for security to back its reinsurance impacting its ability to write reinsurance;
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changes in international and U.S. tax laws;
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the effect on Group and/or Bermuda Re should it/they become subject to taxes in jurisdictions where not currently subject to taxation; and
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the ability of subsidiary entities to pay dividends.
We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
EVEREST GROUP, LTD.
CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | ||||||||||
| (In millions of U.S. dollars, except par value per share) | 2026 | 2025 | |||||||||
| (unaudited) | |||||||||||
| ASSETS: | |||||||||||
| Fixed maturities - available for sale, at fair value | $ | 34,445 | $ | 34,573 | |||||||
| (amortized cost: 2026, $34,912; 2025, $34,620, credit allowances: 2026, $(64); 2025, $(68)) | |||||||||||
| Fixed maturities - held to maturity, at amortized cost | |||||||||||
| (fair value: 2026, $568; 2025, $576, net of credit allowances: 2026, $(8); 2025, $(6)) | 568 | 567 | |||||||||
| Equity securities, at fair value | 185 | 180 | |||||||||
| Other invested assets | 6,044 | 5,796 | |||||||||
| Short-term investments | 2,503 | 2,994 | |||||||||
| Cash | 1,117 | 1,318 | |||||||||
| Total investments and cash | 44,863 | 45,429 | |||||||||
| Accrued investment income | 411 | 436 | |||||||||
| Premiums receivable (net of credit allowances: 2026, $(99); 2025, $(94)) | 5,595 | 5,727 | |||||||||
| Reinsurance loss recoverables (net of credit allowances: 2026, $(61); 2025, $(57)) | 5,092 | 5,110 | |||||||||
| Funds held by reinsureds | 1,408 | 1,326 | |||||||||
| Deferred acquisition costs | 1,454 | 1,546 | |||||||||
| Prepaid reinsurance premiums | 710 | 653 | |||||||||
| Income tax asset, net | 952 | 915 | |||||||||
| Other assets (net of credit allowances: 2026, $(17); 2025, $(17)) | 1,682 | 1,372 | |||||||||
| TOTAL ASSETS | $ | 62,167 | $ | 62,514 | |||||||
| LIABILITIES: | |||||||||||
| Reserve for losses and loss adjustment expenses | $ | 34,735 | $ | 34,312 | |||||||
| Unearned premium reserve | 6,436 | 7,275 | |||||||||
| Funds held under reinsurance treaties | 267 | 267 | |||||||||
| Amounts due to reinsurers | 806 | 642 | |||||||||
| Losses in course of payment | 124 | 151 | |||||||||
| Senior notes | 2,352 | 2,352 | |||||||||
| Long-term notes | 218 | 218 | |||||||||
| Borrowings from FHLB | 1,019 | 1,019 | |||||||||
| Accrued interest on debt and borrowings | 21 | 21 | |||||||||
| Unsettled securities payable | 5 | — | |||||||||
| Other liabilities | 753 | 797 | |||||||||
| Total liabilities | 46,737 | 47,054 | |||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| SHAREHOLDERS' EQUITY: | |||||||||||
| Preferred shares, par value: $0.01; 50.0 shares authorized; no shares issued and outstanding | — | — | |||||||||
| Common shares, par value: $0.01; 200.0 shares authorized; 74.5 (2026) and 74.4 (2025) | |||||||||||
| shares issued and outstanding | 1 | 1 | |||||||||
| Additional paid-in capital | 3,871 | 3,852 | |||||||||
| Accumulated other comprehensive income (loss), net of deferred income tax expense (benefit) | |||||||||||
| of $(124) at 2026 and $(23) at 2025 | (432) | (52) | |||||||||
| Treasury shares, at cost; 35.8 shares (2026) and 33.7 shares (2025) | (5,630) | (4,906) | |||||||||
| Retained earnings | 17,620 | 16,565 | |||||||||
| Total shareholders' equity | 15,430 | 15,461 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 62,167 | $ | 62,514 |
The accompanying notes are an integral part of the consolidated financial statements.
EVEREST GROUP, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions of U.S. dollars, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| (unaudited) | (unaudited) | ||||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Premiums earned | $ | 3,490 | $ | 3,991 | $ | 7,064 | $ | 7,843 | |||||||||||||||
| Net investment income | 523 | 532 | 1,091 | 1,023 | |||||||||||||||||||
| Net gains (losses) on investments | (8) | (5) | (17) | (12) | |||||||||||||||||||
| Other income (expense) | (45) | (27) | (108) | (100) | |||||||||||||||||||
| Total revenues | 3,961 | 4,491 | 8,029 | 8,754 | |||||||||||||||||||
| CLAIMS AND EXPENSES: | |||||||||||||||||||||||
| Incurred losses and loss adjustment expenses | 2,170 | 2,472 | 4,388 | 5,366 | |||||||||||||||||||
| Commission, brokerage, taxes and fees | 814 | 880 | 1,638 | 1,704 | |||||||||||||||||||
| Other underwriting expenses | 225 | 254 | 441 | 492 | |||||||||||||||||||
| Corporate expenses | 33 | 31 | 71 | 52 | |||||||||||||||||||
| Interest, fees and bond issue cost amortization expense | 36 | 38 | 71 | 76 | |||||||||||||||||||
| Total claims and expenses | 3,278 | 3,676 | 6,609 | 7,690 | |||||||||||||||||||
| INCOME (LOSS) BEFORE TAXES | 683 | 815 | 1,420 | 1,064 | |||||||||||||||||||
| Income tax expense (benefit) | 124 | 135 | 207 | 173 | |||||||||||||||||||
| NET INCOME (LOSS) | $ | 559 | $ | 680 | $ | 1,213 | $ | 890 | |||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Unrealized appreciation (depreciation) ("URA(D)") of securities arising during the period | 15 | 301 | (360) | 585 | |||||||||||||||||||
| Reclassification adjustment for realized losses (gains) included in net income (loss) | 12 | 7 | 13 | 12 | |||||||||||||||||||
| Total URA(D) of securities arising during the period | 27 | 308 | (347) | 597 | |||||||||||||||||||
| Foreign currency translation and other adjustments | 3 | 164 | (32) | 228 | |||||||||||||||||||
| Reclassification adjustment for amortization of net (gain) loss included in net |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview.
Everest is a global underwriting leader providing best-in-class property, casualty and specialty reinsurance and insurance solutions. As part of the Standard & Poor’s (“S&P”) 500 Index, we are a leading financial services institution focused on value creation for our shareholders while diversifying our portfolio and geographic presence. Through our direct and indirect subsidiaries operating in the U.S. and internationally, we serve a diverse group of clients worldwide, providing what we believe are extensive product and distribution capabilities, a strong balance sheet, an innovative culture and access to world-class talent.
As a global leader with a 50-year track record, we are a preferred reinsurance partner in the markets we serve, and with our growing Global Wholesale & Specialty insurance franchise we strive to deliver consistent value to all our stakeholders.
Effective January 1, 2026, we changed our reportable segments, previously reported as Reinsurance and Insurance, to Reinsurance Treaty, Global Wholesale & Specialty, and Legacy, following the sale of the renewal rights for the Commercial Retail Insurance business in the majority of our geographic regions to American International Group, Inc. (“AIG”). This reflects our sharpened focus on our global Reinsurance Treaty business as well as the Global Wholesale & Specialty business, and positions the Company for strong performance across market cycles. Accordingly, we revised the presentation of reportable segments to appropriately reflect how the business segments are now managed by recasting specific sections of its 2025 10-K, filed with the SEC on a Current Report Form 8-K dated June 3, 2026.
Our Legacy segment primarily includes the divested and held-for-sale parts of the commercial retail insurance business and the results of our sports and leisure business that was sold in October 2024 consisting of policies written prior to the sale and certain new and renewed policies written on the Company’s paper post sale. Additionally, this segment includes run-off asbestos and environmental (“A&E”) exposures, certain discontinued insurance programs, and certain discontinued insurance and reinsurance coverage classes. The Legacy segment does not generally sell insurance or reinsurance products but is responsible for the management of existing policies and settlement of related losses. Certain commercial retail insurance policies will be renewed on the Company’s paper for a finite period in 2026. As a result, the Company has three reportable segments, however, only two that actively sell products, Reinsurance Treaty and Global Wholesale & Specialty, consistent with how the on-going business is managed. These segment presentation changes have been reflected retrospectively. See Note 7 of the Notes to the Consolidated Financial Statements for a summary of segment results.
The following is a discussion of our results of operations, financial condition and liquidity and capital resources for the three and six months ended June 30, 2026. This discussion should be read in conjunction with the consolidated financial statements and related notes, under Part I - Item 1 of this Form 10-Q, as well as the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in the Company’s 2025 Annual Report on Form 10-K.
All comparisons in this discussion are to the corresponding prior year unless otherwise indicated.
Recent Developments.
Bermuda Monetary Authority Group Supervision
As further detailed below in the section titled “Item 1A. – Risk Factors”, during the three months ended June 30, 2026, the Bermuda Monetary Authority (the “BMA”) informed the Company of its formal determination that it is appropriate for the BMA to become Group Supervisor for the Company and specified that Everest Reinsurance (Bermuda) Ltd. (“Bermuda Re”) would become the “designated insurer” responsible for group-level regulatory compliance for Everest, pursuant to Section 27B of the Insurance Act 1978 (the “Act”). The Company and Bermuda Re are discussing with the BMA the applicable requirements of group supervision during a twelve-month transition period that ends in January 2027, with the BMA authorized to grant extensions of up to an additional twelve months upon application. During this period, the Company is analyzing compliance requirements and potential focus areas for enhancement and taking steps necessary to comply with the BMA’s group supervision requirements. Under the Act, the Company will be subject to group-level solvency and capital requirements, consolidated financial reporting and auditing obligations, recovery planning requirements and prior notification or approval requirements for certain material changes within the group. As Group Supervisor, the BMA will also chair a Supervisory College, coordinating with other regulators that supervise Everest’s licensed entities in other jurisdictions. Everest’s continuing assessment of and compliance with BMA group supervision will require the Company to allocate considerable time and resources that could impact the operations of our
insurance and/or non-insurance subsidiaries or may result in increased costs or affect our financial condition. Group supervision could also affect our prescribed capital requirements, the terms of and structure of our regulatory capital, intercompany capital transactions, borrowing requirements and terms, and ratings and may significantly increase our cost of regulatory compliance.
Bermuda-based Reinsurance Sidecar
On June 17, 2026, the Company announced that it has partnered with Stone Point Insurance Solutions (“Stone Point”) to sponsor the launch of Annapurna Re Ltd. (“Annapurna”), a Bermuda-based collateralized insurer and special purpose vehicle (commonly referred to as a reinsurance "sidecar") structured as a segregated accounts company. Funds managed by Stone Point will serve as the inaugural, anchor investors in this multi-year vehicle. This structure legally isolates the assets and liabilities funded by third-party investors from the Company's general accounts.
Sale of Colombian Commercial Retail Insurance Operations
On May 19, 2026, the Company entered into a definitive agreement to sell its Colombian Commercial Retail Insurance Operations, Everest Compañía de Seguros Generales Colombia S.A. (“Everest Colombia”), to AIG. The transaction is anticipated to close in early 2027, pursuant to customary regulatory approvals and closing conditions.
As of June 30, 2026, Everest Colombia assets and liabilities are presented as held-for sale within Other assets and Other liabilities on the Company’s consolidated balance sheet. Refer to Note 6 of the Notes to the Consolidated Financial Statements for additional information.
Sale of Canadian Commercial Retail Insurance Operations
On March 22, 2026, Everest Underwriting Group (Ireland) Limited (“EUGIL”), an Irish direct subsidiary of the Company, entered into a Purchase Agreement with a Buyer, pursuant to which EUGIL agreed to sell to Buyer, or a Canadian affiliate thereof, all of the outstanding shares of capital of Everest Canada, a Canadian insurance company and a wholly owned subsidiary of EUGIL, representing the Company’s Canadian Commercial Retail Insurance operations for C$410 million, subject to adjustment. The closing of the transaction pursuant to the Purchase Agreement is subject to the satisfaction of customary closing conditions, including the receipt of antitrust approval from the Commissioner of Competition and insurance regulatory approval from the Minister of Finance (Canada).
In connection with the Purchase Agreement, (i) Everest Canada will enter into a loss portfolio transfer reinsurance agreement with Everest Reinsurance Company (Canadian Branch), a Delaware reinsurance company and affiliate of EUGIL (“ERC - Canadian Branch”), pursuant to which ERC - Canadian Branch will reinsure certain li
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk Instruments. See “Liquidity and Capital Resources - Market Sensitive Instruments” in Part I – Item 2 of this Form 10-Q.
Item 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, our management carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance and reinsurance agreements. In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, the Company believes that its positions are legally and commercially reasonable. The Company considers the statuses of these proceedings when determining its reserves for unpaid loss and LAE.
Aside from litigation and arbitrations related to these insurance and reinsurance agreements, the Company is not a party to any other material litigation or arbitration.
Item 1A. RISK FACTORS
Insurance laws and regulations restrict our ability to operate and any failure to comply with those laws and regulations could have a material adverse effect on our business.
We are subject to extensive and increasing regulation under U.S. federal, state and foreign insurance laws. These laws limit the amount of dividends that can be paid to us by our operating subsidiaries, impose restrictions on the amount and type of investments that we can hold, prescribe solvency, accounting and internal control standards that must be met and maintained and require us to maintain reserves. These laws also require disclosure of material inter-affiliate transactions and require prior approval of “extraordinary” transactions. Such “extraordinary” transactions include declaring dividends from operating subsidiaries that exceed statutory thresholds. These laws also generally require approval of changes of control of insurance companies. The application of these laws could affect our liquidity and ability to pay dividends, interest and other payments on securities, as applicable, and could restrict our ability to expand our business operations through acquisitions of new insurance subsidiaries. We may not have or maintain all required licenses and approvals or fully comply with the wide variety of applicable laws and regulations or the relevant authority’s interpretation of the laws and regulations. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or fine us. These types of actions could have a material adverse effect on our business. To date, no material fine, penalty or restriction has been imposed on us for failure to comply with any insurance law or regulation.
The insurance and reinsurance regulatory framework continues to be subject to increased scrutiny in many jurisdictions, including the U.S., Bermuda and Europe. The International Association of Insurance Supervisors has in place a Common Framework for the supervision of Internationally Active Insurance Groups (“IAIGs”), which is focused on the group-wide supervision of IAIGs. Effective January 7, 2026, the Bermuda Insurance Amendment (No. 2) Act 2025 (the “Amendment”) expanded the Bermuda Monetary Authority's ("BMA") group supervision framework under the Bermuda Insurance Act 1978 (the “Act”). Under the Amendment, the BMA now designates and registers non-regulated insurance holding companies, including insurance groups headed by either (a) a specified insurer or (b) a Bermuda company that is the ultimate parent company of an insurance group. Since the Company is incorporated in Bermuda and is the ultimate parent of Everest’s insurance group, the Company is subject to group supervision by the BMA under the Amendment Act.
During the three months ended June 30, 2026, the BMA informed the Company of its formal determination that it is appropriate for the BMA to become Group Supervisor for the Company and specified that Bermuda Re would become the “designated insurer” responsible for group-level regulatory compliance for Everest pursuant to Section 27B of the Act. The Company and Bermuda Re are discussing with the BMA the requirements of group supervision during a twelve-month transition period that ends in January 2027, with the BMA authorized to grant extensions of up to an additional twelve months upon application. During this period, the Company is analyzing compliance requirements and potential focus areas and taking steps necessary to comply with the BMA’s group supervision requirements. Under the Act, after the transition period, the Company will be subject to group-level solvency and capital requirements, consolidated financial reporting and auditing obligations, recovery planning requirements and prior notification or approval requirements for certain material changes within the group. As Group Supervisor, the BMA will also chair a Supervisory College, coordinating with other regulators that supervise Everest’s licensed entities in other jurisdictions. Everest’s continuing assessment and compliance with the Act’s requirements will require the Company to allocate considerable time and resources that could impact the operations of our insurance and/or non-insurance subsidiaries, result in
increased costs and affect our financial condition. Group supervision by the BMA, including designated insurer designation of Bermuda Re, could affect our prescribed capital requirements, the terms and structure of our regulatory capital, intercompany capital transactions, borrowing requirements and terms, and ratings and may significantly increase our cost of regulatory compliance.
As a result of the previous dislocation of the financial markets, the U.S. government implemented changes in the way the financial services industry is regulated. Some of these changes are also impacting the insurance industry. For example, the U.S. Treasury established the Federal Insurance Office with the authority to monitor all aspects of the insurance sector, monitor the extent to which traditionally underserved communities and consumers have access to affordable non-health insurance products, to represent the United States on prudential aspects of international insurance matters, to assist with administration of the Terrorism Risk Insurance Program and to advise on important national and international insurance matters. In addition, several European regulatory bodies are in the process of updating existing regulations or developing new capital adequacy directives for insurers and reinsurers. The future impact of such initiatives or new initiatives from the current governmental authorities, if any, on our operation, net income (loss) or financial condition cannot be determined at this time.
Except for the matter described above, there have been no other material changes to the risk factors disclosed in Item 1A. “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities.
| Issuer Purchases of Equity Securities | ||||||||||||||
| (a) | (b) | (c) | (d) | |||||||||||
| Period | Total Number of Shares (or Units) Purchased (2) | Average Price Paid per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1) | ||||||||||
| April 1 - 30, 2026 | 303,478 | $ | 339.0829 | 303,250 | 6,991,910 | |||||||||
| May 1 - 31, 2026 | 278,215 | $ | 352.1327 | 278,115 | 6,713,795 | |||||||||
| June 1 - 30, 2026 | 574,917 | $ | 337.7394 | 574,008 | 6,139,787 | |||||||||
| Total | 1,156,610 | $ | — | 1,155,373 | 6,139,787 |
(1) On November 7, 2024, the Company’s Board approved an amendment to the share repurchase program authorizing the Company and/or its subsidiary Holdings, to purchase up to an additional 10.0 million shares. Currently, an aggregate amount of 42.0 million of the Company’s shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, 10b5-1 share repurchase plans, privately negotiated transactions, or a combination thereof. As of June 30, 2026, the Company and/or its subsidiary Holdings have repurchased an aggregate of 35.8 million of the Company’s shares.
(2) Shares that have not been repurchased through a publicly announced plan or program consist of shares repurchased by the Company from employees in order to satisfy tax withholding obligations on vesting and/or settlements of share-based compensation awards.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
None of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, during the fiscal quarter ended June 30, 2026.
Item 6. EXHIBITS
| Exhibit Index | ||||||||
| Exhibit No. | Description | |||||||
| 31.1 | Section 302 Certification of James Williamson | |||||||
| 31.2 | Section 302 Certification of Elias Habayeb | |||||||
| 32.1 | Section 906 Certification of James Williamson and Elias Habayeb | |||||||
| 101.INS | XBRL Instance Document | |||||||
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
| *Filed herewith |
Everest Group, Ltd.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Everest Group, Ltd. | |||||
| (Registrant) | |||||
| /S/ ELIAS HABAYEB | |||||
| Elias Habayeb | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Duly Authorized Officer and Principal Financial Officer) |
Dated: August 3, 2026