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BERKLEY W R CORP

For the period ended Dec 31, 2023. Filed Feb 23, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 23, 2024

WRB$76.83+1.2%Stored close · as of Nov 10, 2026

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For the fiscal year ended December 31, 2023

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______.

Commission file number 1-15202

W. R. BERKLEY CORP ORATION

(Exact name of registrant as specified in its charter)

Delaware22-1867895
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
475 Steamboat RoadGreenwich,CT06830
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203)629-3000

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.20 per shareWRBNew York Stock Exchange
5.700% Subordinated Debentures due 2058WRB-PENew York Stock Exchange
5.100% Subordinated Debentures due 2059WRB-PFNew York Stock Exchange
4.250% Subordinated Debentures due 2060WRB-PGNew York Stock Exchange
4.125% Subordinated Debentures due 2061WRB-PHNew York Stock Exchange

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes☐ No ☒

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 ☒ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ 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☒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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant

to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

The aggregate market value of the registrant's common stock held by non-affiliates as of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, was $12,125,876,386.

Number of shares of common stock, $.20 par value, outstanding as of February 15, 2024:256,548,669

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2023, are incorporated herein by reference in Part III.

Page
SAFE HARBOR STATEMENT
PART I
ITEM1.BUSINESS7
ITEM1A.RISK FACTORS27
ITEM1B.UNRESOLVED STAFF COMMENTS39
ITEM1C.CYBERSECURITY39
ITEM2.PROPERTIES40
ITEM3.LEGAL PROCEEDINGS40
ITEM4.MINE SAFETY DISCLOSURES40
PART II
ITEM5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES41
ITEM6.RESERVED
ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS43
ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK62
ITEM8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA63
ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE113
ITEM9A.CONTROLS AND PROCEDURES113
ITEM9B.OTHER INFORMATION115
ITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS115
PART III
ITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE116
ITEM11.EXECUTIVE COMPENSATION116
ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS116
ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE116
ITEM14.PRINCIPAL ACCOUNTANT FEES AND SERVICES116
PART IV
ITEM15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES117
EX-10.12FORM OF 2023 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT UNDER THE W. R. BERKLEY CORPORATION 2018 STOCK INCENTIVE PLAN
EX-21LIST OF COMPANIES AND SUBSIDIARIES
EX-23CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-31.1CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) /15d-14(a)
EX-31.2CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) /15d-14(a)
EX-32.1CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EX-97W. R. BERKLEY CORPORATION CLAWBACK POLICY
EX-101INSTANCE DOCUMENT
EX-101SCHEMA DOCUMENT
EX-101CALCULATION LINKBASE DOCUMENT
EX-101LABELS LINKBASE DOCUMENT
EX-101PRESENTATION LINKBASE DOCUMENT
EX-101DEFINITION LINKBASE DOCUMENT
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