Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

November 7, 2024

Date of Report (Date of earliest event reported)

Arch Capital Group Ltd.

(Exact name of registrant as specified in its charter)

Bermuda

001-16209

98-0374481

(State or other
jurisdiction of
incorporation or
organization)

(Commission File Number)

(I.R.S. Employer
Identification No.)

Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(441) 278-9250

N/A

(Former name or former address, if changed since last report)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

Common shares, $0.0011 par value per share

ACGL

NASDAQ

Stock Market

Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share

ACGLO

NASDAQ

Stock Market

Depositary shares, each representing a 1/1,000th interest in a 4.55% Series G preferred share

ACGLN

NASDAQ

Stock Market

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

Emerging growth company ☐

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 7, 2024, the board of directors (the “Board”) of Arch Capital Group Ltd. (the “Company”) appointed David Gansberg and Maamoun Rajeh as Presidents of the Company, effective immediately.

Mr. Gansberg, 51, has served as the Chief Executive Officer of the Company’s Global Mortgage Group since March 2019. From February 2013 through February 2019, he was the President and Chief Executive Officer of Arch Mortgage Insurance Company. From July 2007 to February 2013, Mr. Gansberg was Executive Vice President and a director at Arch Re (U.S.). Prior to that, he held various underwriting, operational and strategic roles at Arch Re Bermuda and Arch Capital Services LLC, where he joined in December 2001. Prior to joining Arch, Mr. Gansberg held various positions with ACE Bermuda and Cigna Property and Casualty. He holds a B.S. in Actuarial Mathematics from the University of Michigan.

Mr. Rajeh, 54, has served as the Chairman and Chief Executive Officer of Arch Worldwide Reinsurance Group since October 2017. From July 2014 to September 2017, he was Chairman and Chief Executive Officer of Arch Re Bermuda. He joined Arch Re Bermuda in 2001 as an underwriter, ultimately becoming Chief Underwriting Officer in November 2005. Most recently, he was President and Chief Executive Officer of Arch Reinsurance Europe Underwriting Designated Activity Company from October 2012 to July 2014. From 1999 to 2001, Mr. Rajeh served as Assistant Vice President at HartRe, a subsidiary of The Hartford Financial Services Group, Inc. Mr. Rajeh also served in several business analysis positions at the United States Fidelity and Guarantee Company between 1992 and 1996 and as an underwriter at F&G Re from 1996 to 1999. He has a B.S. from The Wharton School of Business of the University of Pennsylvania and he is a Chartered Property Casualty Underwriter.

Aside from transactions previously disclosed by the Company in its definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2024, neither Mr. Gansberg nor Mr. Rajeh has been involved in any transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between either Mr. Gansberg or Mr. Rajeh and any other person pursuant to which either individual was selected as President. There are also no family relationships between either Mr. Gansberg or Mr. Rajeh and any other director or executive officer of the Company.

In connection with the appointments of Messrs. Gansberg and Rajeh as Presidents of the Company, the Company entered into (i) an amendment to the Employment Agreement dated as of October 1, 2019 between the Company and Mr. Gansberg; and (ii) an amendment to the Employment Agreement dated as of September 19, 2017 between the Company and Mr. Rajeh (the “Employment Agreement Amendments”). Pursuant to the Employment Agreement Amendments, Messrs. Gansberg and Rajeh’s base salaries will each be $900,000 per annum and their annual target bonuses will each be 185% of their base salary for the applicable year.

The foregoing description of the Employment Agreement Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement Amendments (filed as Exhibits 10.1 and 10.2 hereto, respectively), which are incorporated into this Item 5.02 by reference.

In addition and in connection with the announced changes in leadership, on November 7, 2024, the Compensation and Human Capital Committee of the Board approved the grant of special outperformance equity awards consisting of premium-priced stock options and time-vested restricted shares (the “Outperformance Awards”) for Messrs. Gansberg and Rajeh and Francois Morin, Executive Vice President, Chief Financial Officer and Treasurer of the Company. The grant date of the Outperformance Awards will be November 19, 2024.

The total grant date value of the Outperformance Awards will be $21 million for each of Messrs. Gansberg and Rajeh and $3 million for Mr. Morin. Seventy percent of the grant date value of the Outperformance Awards for Messrs. Gansberg and Rajeh will be in the form of premium-priced stock options and 30 percent of the grant date value will be in the form of time-vested restricted shares. In the case of Mr. Morin, 50 percent of the grant date value will be in the form of premium-priced options and 50 percent of the grant date value will be in the form of time-vested restricted shares.

The stock options component of the Outperformance Awards will have an exercise price equal to 1.685 times the closing price of the Company's common shares on the grant date and will vest in full on the third anniversary of the grant date. Once vested, the stock options will continue to be exercisable for the remainder of the ten-year option term, provided that the executive complies with non-competition, non-solicitation and other restrictive covenants accompanying the award. Each executive will be required to hold the net shares received on exercise for a period of two years, except in the event of the death or a change in control.

The restricted shares component of the Outperformance Awards for Messrs. Gansberg and Rajeh will vest in three, equal installments on the first through third anniversaries of the grant date, and the restricted shares component of the Outperformance Award to Mr. Morin will vest in full on the third anniversary of the grant date. Each executive will be required to hold the net shares received on vesting until the fifth anniversary of the grant date, except in the event of death or a change in control.

Item 7.01 Regulation FD Disclosure.

On November 7, 2024, the Company issued a press release announcing a (i) special cash dividend of $1.9 billion to common shareholders, representing $5.00 per outstanding common share payable on December 4, 2024 to common shareholders of record on November 18, 2024; and (ii) the appointments of Messrs. Gansberg and Rajeh as Presidents of the Company. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 8.01 Other Events.

Preferred Share Dividends. On November 7, 2024, the Board of Directors (the “Board”) of ACGL declared dividends with respect to the outstanding 13,200,000 depositary shares, each representing a 1/1000th interest in a share of 5.45% Non-Cumulative Preferred Shares, Series F, $0.01 per share (“Series F Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on December 31, 2024 to holders of record of the Series F Shares, as of December 15, 2024, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.

Series

Effective Date for Declaration

Dividend Period

Dividend Amount

Rate Per Share

Series F

12/31/24

9/30/24-12/30/24

$4,496,250

$0.340625

In addition, on November 7, 2024, the Board of ACGL declared dividends with respect to the outstanding 20,000,000 depositary shares, each representing a 1/1000th interest in a share of 4.55% Non-Cumulative Preferred Shares, Series G, $0.01 per share (“Series G Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on December 31, 2024 to holders of record of the Series G Shares, as of December 15, 2024, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.

Series

Effective Date for Declaration

Dividend Period

Dividend Amount

Rate Per Share

Series G

12/31/24

9/30/24-12/30/24

$5,687,500

$0.284375

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d): The following exhibits are being filed herewith.


EXHIBIT NO.						DESCRIPTION
10.1†						Amendment to Employment Agreement, dated as of November 7, 2024, between Arch U.S. MI Services Inc. and David Gansberg
10.2†						Amendment to Employment Agreement, dated as of November 7, 2024, between Arch Capital Group Ltd. and Maamoun Rajeh
99.1						Press Release, dated November 7, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Management contract or compensatory plan or arrangement.

SIGNATURES

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


	ARCH CAPITAL GROUP LTD.


Date: November 8, 2024	By:	/s/ François Morin
		Name:	François Morin
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of November 7, 2024, between Arch U.S. MI Services Inc., a Delaware corporation (the "Arch U.S. MI"), and David Gansberg (the "Executive").

WHEREAS, Arch U.S. MI and the Executive entered into an Employment Agreement dated as of March 1, 2019 (the “Agreement”);

WHEREAS, Arch U.S. MI and the Executive wish to amend the terms and conditions of the Agreement as set forth herein;

WHEREAS, in that connection, Arch U.S. MI will assign the Agreement, as amended by this Amendment to Arch Capital Group (U.S.) Inc., a Delaware corporation and the parent of ACGL’s U.S.-based group (“Arch U.S.”), and Arch U.S. will assume and agree to perform Arch U.S. MI’s obligations under the Agreement, and, effective upon such assumption, Arch U.S. MI will have no further liability for the Agreement;

WHEREAS, the Executive wishes to agree to such assignment and assumption;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree to amend the Agreement as follows.

I.Effective as of November 7, 2024, Arch U.S. MI will irrevocably, absolutely and unconditionally assign, transfer, convey and deliver to Arch U.S. and its successors and permitted assigns forever all of Arch U.S. MI’s right, title and interest of every kind, nature and description in, to and under the Agreement, as amended hereby, and Arch U.S. hereby accepts the assignment, transfer, conveyance and delivery of the Agreement, as amended hereby, and Arch U.S. hereby irrevocably, absolutely and unconditionally assumes, undertakes and agrees to pay, perform and discharge in full, and release and discharge Arch U.S. MI and its successors and assigns, irrevocably, completely, unconditionally and forever from any and all obligations under the Agreement, as amended hereby; and, effective on the effective date of such assignment and assumption, all references to the "Company" in the Agreement, as amended hereby, shall be to Arch U.S. The Executive hereby agrees and consents to such assignment and assumption.

II.Clause (a) of the definition of “Good Reason” in SECTION 1.01 is amended to read in its entirety as follows:

“(a) (x) the Executive’s ceasing to be President of Parent or (y) the material diminution of the Executive’s duties and responsibilities in the aggregate, taking into account both duties and responsibilities removed and new duties and responsibilities assigned;”

III.SECTION 3.01 is amended by adding the following new sentence at the end of the first paragraph thereof:

“Notwithstanding the foregoing, commencing on November 7, 2024, the Executive shall serve as President of Parent, reporting directly to the Chief Executive Officer of Parent, and shall have such responsibilities, powers and duties as may from time to time be prescribed by the Chief Executive Officer of Parent; provided that such responsibilities, powers and duties are substantially consistent with those customarily assigned to individuals serving in such position historically at Parent and at comparable companies.”

IV.New SECTION 3.02 is added to read in its entirety as follows:

“While employed by the Company hereunder, the Executive shall perform his duties (when not traveling or engaged elsewhere in the performance of his duties) in the Raleigh, North Carolina metropolitan area. The Executive shall travel to such places on the business of the Company on such occasions as the Company may from time to time reasonably require.”

V.New SECTION 3.06 Indemnification; D&O Insurance is added to read in its entirety

as follows:

“The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any pending or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or its affiliate or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by applicable law and Parent’s certificate of incorporation or bylaws, against all cost, expense, liability and loss reasonably incurred or suffered

by the Executive in connection therewith, including, without limitation, attorneys’ fees and disbursements and judgments, and the Company shall advance expenses in connection therewith, to the fullest extent permitted or authorized by applicable law and Parent’s certificate of incorporation or bylaws. The Company shall cover the Executive as an insured under any contract of directors and officers liability insurance that is in effect from time to time covering members of the Board of Directors of Parent. The provisions of this Section 3.06 shall survive any expiration or termination of the Employment Period and continue in effect for so long as the Executive is subject to liability for any of the Executive’s acts and omissions to act occurring during his employment.”

VI.SECTION 4.01. Base Salary is hereby amended, effective November 7, 2024, by deleting “$650,000” from the first sentence thereof and replacing it with “$900,000”.

VII.The second sentence of SECTION 4.02 Bonuses is amended to read in its entirety as follows:

“For calendar years ending prior to the date the Executive becomes President of Parent, his target annual bonus will be 165% of his Base Salary for the year. For calendar years beginning after the date he becomes President of Parent, the Executive’s target annual bonus will be 185% of his Base Salary for the year. For the calendar year during which he becomes President of Parent, the Executive’s target annual bonus will be 165% of the amount of his Base Salary payable for the portion of the year prior to the date he becomes President of Parent and 185% of the amount of his Base Salary payable for the portion of the year that he serves as President of Parent.”

VIII.Clause (E)(i) of SECTION 5.02. Unjustified Termination is amended to read as follows: “(i) granted on or after March 1, 2019 and prior to March 31, 2024 and,”.

IX.Clause (F)(i) of SECTION 5.02. Unjustified Termination is amended to read as follows: “(i) granted on or after March 1, 2019 and prior to March 31, 2024 and,”.

X.SECTION 12.12 Entire Agreement. is amended to read as follows:

“This Agreement (including the documents referred to herein) together with the Amendment dated November 7, 2024, constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, that may have related in any way to the

subject matter hereof, including, without limitation, the Employment Agreement dated as of April 7, 2017, between the Company and the Executive.”

Except as amended by this Amendment, all other terms and conditions of the Agreement will remain in full force and effect in accordance with its terms. This Amendment will be governed by the laws of North Carolina without regard to principles of conflict of laws thereof. This Amendment may be executed in counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first written above.


ARCH U.S. MI SERVICES INC.


By:	/s/ Michael Schmeiser
	Name:	Michael Schmeiser
	Title:	President and Chief Executive Officer, Arch Mortgage Insurance Company

ARCH CAPITAL GROUP (U.S.) INC.
By:	/s/ François Morin
	Name:	François Morin
	Title:	Director

	/s/ David Gansberg
	David Gansberg

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of November 7, 2024, between Arch Capital Group Ltd., a Bermuda corporation (the "Company"), and Maamoun Rajeh (the "Executive").

WHEREAS, the Company and the Executive entered into an Employment Agreement dated as of September 19, 2017 (the “Agreement”);

WHEREAS, the Company and the Executive wish to amend the terms and conditions of the Agreement as set forth herein;

I.Clause (a) of the definition of “Good Reason” in SECTION 1.01 is amended to read in its entirety as follows:

“(a) (x) the Executive’s ceasing to be President of the Company or (y) the material diminution of the Executive’s duties and responsibilities in the aggregate, taking into account both duties and responsibilities removed and new duties and responsibilities assigned;”

II.SECTION 3.01 is amended by adding the following new sentence after the first sentence thereof:

“Notwithstanding the foregoing, commencing on November 7, 2024, the Executive shall serve as President of the Company, reporting directly to the Chief Executive Officer of the Company, and shall have such responsibilities, powers and duties as may from time to time be prescribed by the Chief Executive Officer; provided that such responsibilities, powers and duties are substantially consistent with those customarily assigned to individuals serving in such position historically at the Company and at comparable companies.”

III.SECTION 3.01 is further amended by adding the following new sentence at the end thereof:

“The Executive shall be subject to, and comply with, all Company policies covering the Executive, as in effect from time to time.”

IV.SECTION 4.01. Base Salary is hereby amended, effective November 7, 2024, by deleting “$650,000” from the first sentence thereof and replacing it with “$900,000”.

V.The second sentence of SECTION 4.02 Bonuses is amended to read in its entirety as follows:

“For calendar years ending prior to the date the Executive becomes President of the Company, his target annual bonus will be 165% of his Base Salary for the year. For calendar years beginning after the date he becomes President of the Company, the Executive’s target annual bonus will be 185% of his Base Salary for the year. For the calendar year during which he becomes President of the Company, the Executive’s target annual bonus will be 165% of the amount of his Base Salary payable for the portion of the year prior to the date he becomes President of the Company and 185% of the amount of his Base Salary payable for the portion of the year that he serves as President of the Company.”

VI.The following sentence is added at the end of SECTION 5.01:

“Effective upon either party providing Notice of Termination for any reason, the Executive shall resign from all positions and all capacities with the Company and its Affiliates or from any other company or other Person with which the Executive is serving at the Company’s request.”

VII.For purposes of clarity, the following language in SECTION 5.03(b) is deleted “the remaining half of which shall be paid in accordance with the regular payroll practices of the Company” and the following is inserted in its place “the remaining half of which shall be paid in equal installments in accordance with the regular payroll practices of the Company from the Date of Termination through the six month anniversary thereof”.

VIII.New SECTION 3.06 Indemnification; D&O Insurance is added to read in its entirety

as follows:

another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by applicable law and the Company’s certificate of incorporation or bylaws, against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, including, without limitation, attorneys’ fees and disbursements and judgments, and the Company shall advance expenses in connection therewith, to the fullest extent permitted or authorized by applicable law and the Company’s certificate of incorporation or bylaws. The Company shall cover the Executive as an insured under any contract of directors and officers liability insurance that is in effect from time to time covering members of the Board. The provisions of this Section 3.06 shall survive any expiration or termination of the Employment Period and continue in effect for so long as the Executive is subject to liability for any of the Executive’s acts and omissions to act occurring during his employment.”

IX.SECTION 12.16 Arbitration is amended to read in its entirety as follows:

“Arbitration. Save for where the Company or its Affiliates choose to exercise their rights as described in Section 10.01, any dispute or difference arising out of or relating in any way whatsoever to this Agreement or the subject matter hereof shall be referred to and finally determined by arbitration (the "Arbitration"). The seat, or legal place, of the Arbitration shall be Bermuda. The Arbitration shall be conducted before a sole arbitrator appointed by agreement between the parties or, failing such agreement, by the Appointments’ Committee of the Chartered Institute of Arbitrators Bermuda Branch (the "Arbitrator"). Unless the parties agree otherwise, the Arbitration shall be conducted in accordance with the UNCITRAL rules in force at the time the Arbitration is commenced. The courts of Bermuda (as the supervisory courts of the Arbitration) shall have exclusive jurisdiction to hear and determine any application for relief in aid of the Arbitration (including any application for interim or conservatory measures prior to the appointment of the Arbitrator), except that either party may bring proceedings before any court or other judicial authority of competent jurisdiction for the purposes of enforcing any partial or final award rendered by the Arbitrator hereunder. Each party agrees that it shall maintain confidentiality in respect to the Arbitration (including any award or other decision rendered in such Arbitration), except as necessary in connection with a proceeding to enforce the Arbitrator's award or as otherwise required by law. The parties shall bear their respective costs (including attorney’s fees) and shall split the fee of the Arbitrator (50% paid by the Company and 50% by the Executive).”

Except as amended by this Amendment, all other terms and conditions of the Agreement will remain in full force and effect in accordance with its terms. This Amendment will be governed by the laws of Bermuda without regard to principles of conflict of laws thereof. This Amendment may be executed in counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first written above.


ARCH CAPITAL GROUP LTD.


By:	/s/ François Morin
	Name:	François Morin
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

	/s/ Maamoun Rajeh
	Maamoun Rajeh

Exhibit 99.1

Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08 Bermuda

archgroup.com

PRESS RELEASE

Arch Capital Group Ltd. Announces Special Cash Dividend of $1.9 Billion and Senior Executive Promotions

Longtime Arch executives David Gansberg and Maamoun Rajeh named Presidents of Arch Capital Group Ltd.

PEMBROKE, BERMUDA — Nov. 7, 2024 — Arch Capital Group Ltd. (NASDAQ: ACGL, “Arch” or “the Company”) today announced that its Board of Directors (Board) has declared a special cash dividend (special dividend) of $1.9 billion to common shareholders, representing $5.00 per outstanding common share. The special dividend is payable on Dec. 4, 2024, to common shareholders of record on Nov. 18, 2024.

“Arch is operating from a position of strength with a long track record of superior performance that is among the best in the insurance industry,” Arch CEO Nicolas Papadopoulo said. “As part of our ongoing capital management responsibilities, the Board and management have determined that a special dividend is the most effective way to return capital to shareholders at this time. This dividend underscores Arch’s robust capital position and our commitment to delivering value to our shareholders.”

Also, as part of the Company’s long-term succession planning, the following executive promotions were announced, both effective immediately:

•David Gansberg has been promoted to President, Arch Capital Group Ltd., with primary accountability for Arch’s Insurance Group. Gansberg, who has been CEO of Arch’s Mortgage Group since 2019, now oversees Arch’s North American and International Insurance Operations.

•Maamoun Rajeh has been promoted to President, Arch Capital Group Ltd., with primary responsibility for Arch’s Mortgage and Reinsurance groups. In this expanded role, Rajeh adds responsibility for Arch’s market-leading Mortgage Group while maintaining oversight of the Reinsurance Group he’s led since 2017.

Commenting on the promotions, Papadopoulo said, “Maamoun and David have been integral to Arch’s success since 2001 and are crucial to our future performance. As we seek to further develop our deep bench of leaders, exposing David and Maamoun to new parts of our business will allow them to expand their knowledge while bringing their leadership and perspectives to other segments. They both have a

keen understanding of our business and a legacy of developing talent. I look forward to seeing the impact they will have across the organization.”

Rajeh said, “David and I have had a strong hand in formulating Arch’s successful strategy over the past 23 years. In this expanded role, I remain committed to maintaining Arch’s core principles and driving continued innovation, profitable growth and exceptional value for our clients and shareholders.”

Gansberg added, “Maamoun and I have worked alongside one another since we joined Arch in 2001, and we both have a track record of delivering excellent results to go along with our deep understanding and passion for this company and its employees. I’m excited to help continue to build upon Arch’s outstanding growth story.”

Before Gansberg’s tenure as CEO of Arch’s Mortgage Group, he served as President and CEO of Arch Mortgage Insurance Company. Prior to his work with the Mortgage Group, he was Executive Vice President and a director at Arch Re (U.S.). He holds a bachelor’s degree in actuarial mathematics from the University of Michigan and an MBA from the Duke University Fuqua School of Business.

Prior to Rajeh’s role as Chairman and CEO of Arch’s Reinsurance Group, he held CEO positions at Arch Re Bermuda from 2014-2017 and at Arch Reinsurance Europe from 2012-2014. Rajeh joined Arch Re Bermuda as an underwriter in 2001 and advanced to hold several other leadership roles within Arch Re. He has a bachelor’s degree from the Wharton School of Business of the University of Pennsylvania.

About Arch Capital Group Ltd.

Arch Capital Group Ltd. (Nasdaq: ACGL) is a publicly listed Bermuda exempted company with approximately $25.0 billion in capital at Sept. 30, 2024. Arch, which is part of the S&P 500 Index, provides insurance, reinsurance and mortgage insurance on a worldwide basis through its wholly owned subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward−looking statements. This release or any other written or oral statements made by or on behalf of Arch Capital Group Ltd. and its subsidiaries may include forward−looking statements, which reflect the Company’s current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this release are forward−looking statements.

Forward−looking statements can generally be identified by the use of forward−looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or their negative or variations or similar terminology. Forward−looking statements involve the Company’s current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: adverse general economic and market conditions; increased competition; pricing and policy term trends; fluctuations in the actions of rating agencies and the Company’s ability to maintain and improve its

ratings; investment performance; the loss of key personnel; the adequacy of the Company’s loss reserves, severity and/or frequency of losses, greater than expected loss ratios and adverse development on claim and/or claim expense liabilities; greater frequency or severity of unpredictable natural and man-made catastrophic events, including the effect of contagious diseases on our business; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in the United States or elsewhere; ability to successfully integrate, establish and maintain operating procedures as well as integrate the businesses the Company has acquired or may acquire into the existing operations; changes in accounting principles or policies; material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements; availability and cost to the Company of reinsurance to manage our gross and net exposures; the failure of others to meet their obligations to the Company; an incident, disruption in operations or other cyber event caused by cyber attacks, the use of artificial intelligence technologies or other technology on the Company’s systems or those of the Company’s business partners and service providers, which could negatively impact the Company’s business and/or expose the Company to litigation; and other factors identified in our filings with the U.S. Securities and Exchange Commission (SEC).

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. All subsequent written and oral forward−looking statements attributable to us or persons acting on the Company’s behalf are expressly qualified in their entirety by these cautionary statements. The Company’s forward-looking statements speak only as of the date of this press release or as of the date they are made, and the Company undertakes no obligation to publicly update or revise any forward−looking statement, whether as a result of new information, future events or otherwise.

# # #

Source: Arch Capital Group Ltd.

arch-corporate

Media Contacts:

Greg Hare ghare@archgroup.com

Stephanie Perez stperez@archgroup.com

Document and Entity Information Cover	Nov. 07, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	Arch Capital Group Ltd.
Entity Central Index Key	0000947484
Amendment Flag	false
Entity Incorporation, State or Country Code	D0
Entity File Number	001-16209
Entity Tax Identification Number	98-0374481
Entity Address, Address Line One	Waterloo House, Ground Floor
Entity Address, Address Line Two	100 Pitts Bay Road
Entity Address, City or Town	Pembroke
Entity Address, Postal Zip Code	HM 08
Entity Address, Country	BM
City Area Code	441
Local Phone Number	278-9250
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common shares
Entity Listings [Line Items]
Title of 12(b) Security	Common shares, $0.0011 par value per share
Trading Symbol	ACGL
Security Exchange Name	NASDAQ
Series F Depositary Share Equivalent
Entity Listings [Line Items]
Title of 12(b) Security	Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share
Trading Symbol	ACGLO
Security Exchange Name	NASDAQ
Series G Depositary Share Equivalent
Entity Listings [Line Items]
Title of 12(b) Security	Depositary shares, each representing a 1/1,000th interest in a 4.55% Series G preferred share
Trading Symbol	ACGLN
Security Exchange Name	NASDAQ