12/29/2025 | Press release | Distributed by Public on 12/29/2025 18:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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MITSUI SUMITOMO INSURANCE CO LTD 9, KANDA-SURUGADAI 3-CHOME, CHIYODA-KU TOKYO, M0 |
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MS&AD Insurance Group Holdings, Inc. TOKYO SUMITOMO TWIN BUILDING WEST TOWER, 27-2, SHINKAWA 2-CHOME, CHUO-KU, TOKYO, M0 |
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| MITSUI SUMITOMO INSURANCE CO., LTD., By: /s/ Hironori Morimoto, Name: Hironori Morimoto, Title: Authorized Signatory | 12/29/2025 | |
| **Signature of Reporting Person | Date | |
| MS&AD INSURANCE GROUP HOLDINGS, INC., By: /s/ Hironori Morimoto, Name: Hironori Morimoto, Title: Authorized Signatory | 12/29/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The purchases reported on this Form 4 were effected pursuant to a Rule 10b5-1 purchase plan, adopted October 3, 2025. |
| (2) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.1731 to $70.99. The Reporting Persons undertake to provide to W.R. Berkley Corporation (the "Issuer"), any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote and in footnotes 4, 5, 6 and 7. |
| (3) | The shares are held directly by Mitsui Sumitomo Insurance Co., Ltd. ("MSI"). Because MSI is a wholly-owned subsidiary of MS&AD Insurance Group Holdings, Inc. ("MS&AD"), MS&AD may be deemed to beneficially own the reported securities. MS&AD expressly disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein. |
| (4) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.06 to $71.18. |
| (5) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.13 to $70.64. |
| (6) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.30 to $70.9844. |
| (7) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.535 to $70.989. |
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Remarks: MSI, the Issuer and WR Berkley & Others LLC ("WRBO") are party to certain agreements described in, and filed as exhibits to, the Reporting Persons' Schedule 13D filed with the U.S. Securities and Exchange Commission on December 11, 2025. The Reporting Persons disclaim beneficial ownership of the securities of the Issuer owned by WRBO and disclaim that the Reporting Persons and WRBO constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended. |
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