EVEREST GROUP, LTD.

Proposal No. 4 — Approval Of An Amendment To The Everest

Group, Ltd. 2020 Stock Incentive Plan.

The Board recommends that you vote FOR the approval of the First Amendment to the Everest Group, Ltd. 2020 Stock

Incentive Plan to be effective upon shareholder approval. Proxies given by shareholders of record will be so voted unless

the shareholders specify otherwise in their proxies. Proxies given by beneficial holders to shareholders of record may not

be so voted unless beneficial holders specify a vote for approval in their proxies.

The Everest Group, Ltd. 2020 Stock Incentive Plan (the “2020 Plan”) was first adopted by the Board on February 27, 2020

and approved by the Company’s shareholders on May 11, 2020.

On February 26, 2026, the Board adopted the First Amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan (the

“First Amendment”), subject to approval by the Company’s shareholders. The First Amendment will become effective

immediately upon approval by the shareholders. The Board adopted the First Amendment to increase thenu mber of

shares of Common Stock available for issuance under the 2020 Plan (the 2020 Plan, as amended by the First

Amendment, the “Amended Plan”). If the First Amendment is approved by the Company’s shareholders, the number of

Common Shares available for delivery under the Amended Plan as of March 16, 2026 will increase by 812,000 shares

from 233,455 to 1,045,455. The anticipated practical impact of this increase will be to allow the Board to continue to

grant awards under the Amended Plan for approximately three to four years without need for further amendment. This

estimate is based on the Company’s three-year average annual rate of grants of 255,148 Common Shares per year, and

assumes that future grants will be generally consistent with past practice, and adjusted to reflect anticipated changes to

the Company’s business. The actual number of years for which the additional Common Shares will be sufficient may be

influenced by various factors, including changes in our grant practices, business and market conditions, our stock price,

and tax, legal and regulatory developments.

The Board recommends shareholders approve the First Amendment, because the Board believes it is important for

employees and others providing services to the Company and its subsidiaries to have an equity interest in the Company

so that their interests are aligned with shareholder interests. Following approval by the shareholders, the Company

intends to register the shares issued under the First Amendment with the U.S. Securities and Exchange Commission (the

“SEC”). On March 16, 2026, the closing sale price of the Common Shares as reported on the New York Stock Exchange

was $320.52 per share.

Modest Shareholder Dilution 1

The following table shows the Company’s potential dilution (referred to as “overhang”) levels, based on the Company’s

“Total Potential Overhang,” which includes our request for 812,000 Common Shares to be approved for grants under the

Amended Plan, and our “Common Shares Outstanding.” These requested shares represent approximately 4.30% of our

outstanding Common Shares, calculated as described in the table below. All data in the table is based upon shares

remaining available for grant under the 2020 Plan, the Company’s 2009 Stock Option and Restricted Stock Plan for Non-

Employee Directors (the “2009 Director Plan”) and the Company’s 2003 Non-Employee Director Equity Compensation

Plan, as amended, (the “2003 Director Plan”) and awards issued and outstanding under the 2020 Plan and 2003 Director

Plan, in each case as of March 16, 2026:

2026 Proxy Statement 23

The following summary of the material terms of the Amended Plan is qualified in its entirety by the full text of the

Amendment, a copy of which is attached as Appendix B to this Proxy Statement, and the 2020 Plan which was filed as

Appendix A to the 2020 Proxy Statement on April 9, 2020.

Amended Plan Highlights

Plan Administration

The Amended Plan is administered by a committee of the Board (the “Committee”), which is required under the terms of

the Amended Plan to consist of two or more non-employee directors. The Board has designated the Compensation

Committee as the Committee to administer the Amended Plan. The Committee has the authority to grant any type or

combination of types of awards under the Amended Plan.

The Committee may delegate all or any portion of its responsibilities or powers under the Amended Plan to persons

selected by it. The Committee may also delegate to officers of the Company discretionary authority with respect to

substantial decisions or functions regarding the Amended Plan or awards, including decisions regarding the timing,

eligibility, pricing, amount or other terms of an award, provided such awards are not made to insiders, who are defined

as persons subject to Section 16 of the Exchange Act.

Eligibility

Awards may be granted under the Amended Plan to any person, including any director of the Company, who is an

employee of the Company or certain of its subsidiaries or a consultant or advisor who (other than non-employee

directors) provides bona fide services for the Company or certain of its subsidiaries, provided that such services are not

in connection with the offer or sale of securities of the Company or certain of its subsidiaries in a capital raising

transaction. The Committee selects who will receive awards, the types of awards to be granted and the applicable terms,

conditions, performance criteria, restrictions and other provisions of such awards.

General

The Amended Plan provides for the grant of non-qualified and incentive stock options, stock appreciation rights

(“SARs”), restricted stock, and stock awards. The purpose of the Amended Plan, and the First Amendment in particular, is

to benefit the Company, its subsidiaries and its shareholders by encouraging high levels of performance by individuals

who are key to the success of the Company and its subsidiaries and to enable the Company to attract, motivate and

retain talented and experienced individuals essential to its success.

As of March 16, 2026, approximately 1,000 employees of the Company would be eligible to receive awards under the

Amended Plan, subject to the power of the Committee to determine the eligible employees and other persons to whom

awards would be granted. As of March 16, 2026, the total number of shares that may be granted under the Amended

Plan, following the First Amendment is 1,045,455, including an additional 812,000 shares made available for issuance

pursuant to the First Amendment. Any shares allocated to an award under the Amended Plan that expires, lapses or is

forfeited or terminated for any reason without issuance of the shares will be available for new awards to be granted

under the Amended Plan. However, shares subject to an award under the Amended Plan may not again be made

available for issuance if such shares are: (i) shares used to satisfy the applicable tax withholding obligation; (ii) shares

tendered as payment for an option exercise; (iii) shares repurchased by the Company using stock option exercise

proceeds; or (iv) shares that were subject to a share-settled SAR and were not issued or delivered upon the net

settlement of such SAR. No awards may be granted under the Amended Plan after the ten-year anniversary of the

effective date of the 2020 Plan (i.e., the date that shareholders approved the 2020 Plan).

The following additional limitations will apply to awards under the Amended Plan: (1) no more than 350,000 shares may

be issued for options and SARs granted to any one individual in any calendar year; (2) no more than 1,000,000 shares

may be issued for options intended to be Incentive Stock Options; and (3) for restricted stock, stock awards and

performance stock awards, no more than 350,000 shares of stock may be delivered pursuant to such awards granted to

any one participant during any one calendar-year period.

Further, any benefits granted under the Amended Plan under any award may not become exercisable, vest or be settled,

in whole or in part, prior to the one-year anniversary of the date of grant except (i) with regard to death, disability,

termination of employment and/or change of control, and (ii) up to 5% of the aggregate number of shares authorized for

issuance under the Amended Plan may be issued pursuant to awards subject to any, or no, vesting conditions, as the

Committee determines appropriate.

The shares with respect to which awards may be made under the Amended Plan may be shares that are currently

authorized but unissued, or currently held or subsequently acquired by the Company as treasury shares, including shares

purchased in the open market or in private transactions.

The Committee may grant any combination of stock options (both incentive and non-qualified), SARs, restricted stock or

stock awards. The number of shares subject to an award and any other restrictions that are deemed appropriate by the

24 2026 Proxy Statement

Committee for a particular type of award, to particular individuals or in particular circumstances, will be included in the

individual award document reflecting the grant of the award to the recipient and setting forth specific terms and

conditions of the award (the “Award Agreement”).

The Amended Plan contains provisions relating to adjustments of the terms of outstanding awards to reflect changes in

the Company’s capitalization or shares or the occurrence of specified events. The number of shares that may be acquired

under the Amended Plan, the maximum number of shares that may be delivered pursuant to awards, and such other

terms as are necessarily affected by such specified events are subject to equitable adjustment in the event of a stock

dividend, stock split, recapitalization, merger, consolidation (whether or not Everest Group, Ltd. is the surviving

corporation), reorganization, combination or exchange of Shares or similar events.

Except as otherwise provided by the Committee, awards under the Amended Plan will only be transferable to the extent

designated by the participant by will or by laws of descent and distribution.

Stock Options

The Committee may grant options to purchase shares which may be either incentive stock options or non-qualified stock

options. The exercise price of shares under each option will be equal to the fair market value of a share on the date the

option is granted (which is generally defined as the average of the highest and lowest trading price on the relevant date).

Except for reductions approved by our shareholders or adjustment for business combinations, the exercise price of a

stock option may not be decreased after the date of grant nor may a stock option be surrendered to us as consideration

for the grant of a replacement stock option with a lower exercise price. Except as approved by our shareholders, stock

options granted under the Amended Plan may not be surrendered to the Company in consideration for a cash payment

or grant of any other award if, at the time of such surrender, the exercise price of the option is greater than the then

current fair market value of the share. Options granted under the Amended Plan will be exercisable in accordance with

the terms established by the Committee. The full purchase price of each share purchased upon the exercise of any

option must be paid at the time of exercise pursuant to one of the methods described below. The Committee, in its

discretion, may impose such conditions, restrictions and contingencies on shares acquired pursuant to the exercise of an

option as the Committee determines to be desirable.

Stock Appreciation Rights

The Committee may grant an SAR in connection with all or any portion of an option as well as independent of any option

grant. An SAR entitles the participant to receive the amount by which the fair market value of a specified number of

shares on the exercise date exceeds an exercise price established by the Committee, which exercise price will be equal

to the fair market value of the shares of Stock at the time the stock appreciation right is granted. The excess amount will

be payable in shares, in cash or in a combination thereof, as determined by the Committee. Except for reductions

approved by our shareholders or adjustment for business combinations, the exercise price of a stock appreciation right

may not be decreased after the date of grant nor may a stock appreciation right be surrendered to us as consideration

for the grant of a replacement stock appreciation right with a lower exercise price. Except as approved by our

shareholders, stock appreciation rights granted under the Amended Plan may not be surrendered to the Company in

consideration for a cash payment or grant of any other award if, at the time of such surrender, the exercise price of the

stock appreciation right is greater than the then current fair market value of the share. The Committee, in its discretion,

may impose such conditions, restrictions and contingencies on the shares acquired pursuant to the exercise of an SAR as

the Committee determines to be desirable.

Stock Awards

The Committee may grant of one or more shares of stock or a right to receive one or more shares of stock in the future,

subject to one or more of the following as determined by the Committee:

•The Committee may grant Stock Awards that are contingent on the achievement of performance or other

objectives during a specified period.

•The Committee may grant Stock Awards subject to a risk of forfeiture or other restrictions that lapse upon the

achievement of one or more goals relating to completion of service by the participant, or the achievement of

performance or other objectives.

Any Stock Awards will be subject to such other conditions, restrictions and contingencies as the Committee determines.

Payment Provisions

The Amended Plan permits the payment of the option exercise price or award price in cash or, at the Committee’s

discretion, with shares valued at their fair market value, or with a combination of such shares and cash. Shares may only

be used for payment, however, if they have been held by the participant for at least six months and meet any other

requirements established by the Committee. Other lawful consideration may also be applied to the purchase or exercise

price of an award under the Amended Plan, to the extent authorized by the Committee and as may be permitted under

relevant state or Bermuda law. The Amended Plan also permits payment of the exercise price in accordance with a

2026 Proxy Statement 25

cashless exercise program under which, pursuant to a recipient’s direction, shares are issued directly to the recipient’s

broker or dealer upon receipt of the exercise price in cash from the broker or dealer.

Shares held by a participant may also be used to discharge tax withholding obligations related to the exercise of options

or the receipt of other awards to the extent authorized by the Committee.

Change of Control

In the event of a “Change of Control” of the Company (as defined in the Amended Plan), in addition to any action

required or authorized by the terms of an Award Agreement, the Committee may, in its sole discretion, recommend that

the Board takes any of the following actions as a result, or in anticipation, of any such event to assure fair and equitable

treatment of participants:

•accelerate time periods for purposes of vesting in, or realizing gain from, any outstanding award made pursuant

to the Amended Plan;

•offer to purchase any outstanding award made pursuant to the Amended Plan from the holder for its equivalent

cash value, as determined by the Committee, as of the date of the Change of Control; or

•make adjustments or modifications to outstanding awards as the Committee deems appropriate to maintain

and protect the rights and interests of participants following such Change of Control.

Any such action approved by the Board shall be conclusive and binding on the Company and all participants.

Amendment and Termination

The Board may at any time amend, suspend or discontinue the Amended Plan, in whole or in part. The Committee may

at any time alter or amend any or all Award Agreements under the Amended Plan to the extent permitted by law, but no

such alteration or amendment shall impair the rights of any holder of an award without the holder’s consent.

United States Income Tax Consequences of the Amended Plan

The following paragraphs provide a general summary of the U.S. federal income tax consequences of the Amended Plan

based upon current law, which is subject to change. State, local or foreign tax consequences are beyond the scope of

this summary. In addition, this summary is necessarily general and does not describe all possible federal income tax

effects to particular recipients of awards under the Amended Plan or to the Company in all circumstances.

Non-qualified Stock Options

The grant of a non-qualified option will not result in taxable income to the participant. Except as described below, the

participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of

the shares acquired over the exercise price for those shares. Gains or losses realized by the participant upon disposition

of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of

the shares at the time of exercise. Special rules will apply if the participant uses previously owned shares to pay some or

all of the option exercise price.

Incentive Stock Options

The grant of an incentive stock option will not result in taxable income to the participant. The exercise of an incentive

stock option will not result in taxable income to the participant provided that the participant was, without a break in

service, an employee of the Company during the period beginning on the date of the grant of the option and ending on

the date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as

that term is defined in the Code). Special rules will apply if the participant uses previously owned shares to pay some or

all of the option exercise price.

The excess of the fair market value of the shares at the time of the exercise of an incentive stock option over the exercise

price is an adjustment that is included in the calculation of the participant’s alternative minimum taxable income for the

tax year in which the incentive stock option is exercised. For purposes of determining the participant’s alternative

minimum tax liability for the year of disposition of the shares acquired pursuant to the incentive stock option exercise, the

participant will have a basis in those shares equal to the fair market value of the shares at the time of exercise.

If the participant does not sell or otherwise dispose of the stock within two years from the date of the grant of the

incentive stock option or within one year after the transfer of such stock to the participant, then, upon disposition of such

shares, any amount realized in excess of the exercise price will be taxed to the participant as capital gain. A capital loss

will be recognized to the extent that the amount realized is less than the exercise price.

If the foregoing holding period requirements are not met, the participant will generally realize ordinary income at the

time of the disposition of the shares in an amount equal to the lesser of (i) the excess of the fair market value of the shares

on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the

shares over the exercise price. If the amount realized exceeds the value of the shares on the date of exercise, any

26 2026 Proxy Statement

additional amount will be capital gain. If the amount realized is less than the exercise price, the participant will recognize

no income and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon

the disposition of the shares.

Stock Appreciation Rights

The grant of an SAR will not result in taxable income to the participant. Upon exercise of an SAR, the amount of cash or

the fair market value of shares received will be taxable to the participant as ordinary income. Gains and losses realized by

the participant upon disposition of any such shares will be treated as capital gains and losses, with the basis in such

shares equal to the fair market value of the shares at the time of exercise.

Stock Awards

A participant who has been granted a stock award will not realize taxable income at the time of grant, and the Company

will not be entitled to a deduction at that time, if the grant is subject to a risk of forfeiture or other restrictions that will

lapse upon the achievement of other objectives, assuming that the restrictions constitute a “substantial risk of forfeiture”

for U.S. income tax purposes. Upon the later of the delivery of or vesting of shares subject to an award, the holder will

realize ordinary income in an amount equal to the then fair market value of those shares. Gains or losses realized by the

participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal

to the fair market value of the shares at the time of vesting.

Withholding of Taxes

The Company may withhold amounts from participants to satisfy withholding tax requirements. Except as otherwise

provided by the Committee, participants may have shares withheld from awards or may tender previously owned shares

to the Company to satisfy tax withholding requirements. The shares withheld from awards may generally only be used to

satisfy the Company’s minimum statutory withholding obligation.

Tax Deduction

Everest Group, Ltd. is not subject to U.S. income taxes. However, if an award is granted to a participant employed by a

subsidiary that is a U.S. taxpayer, the subsidiary will be entitled to a deduction equal to the amount of income includible

in the participant’s income provided that such amount constitutes an ordinary and necessary business expense to the

subsidiary and is reasonable in amount.

A U.S. income tax deduction will generally be unavailable for annual compensation in excess of $1 million paid to any of

the five most highly compensated officers of a public corporation.

Certain awards under the Amended Plan may be subject to tax rules that apply to nonqualified deferred compensation

plans. If an award is subject to those rules, and fails to conform to them, the recipient may have accelerated recognition

of taxable income, and may also become liable for interest and tax penalties. Failure to satisfy the rules will not have an

adverse tax effect on the Company. The Company intends that, to the extent that awards are subject to the deferred

compensation rules, the awards will be structured to satisfy those rules.

Change of Control

Any acceleration of the vesting or payment of awards under the Amended Plan in the event of a Change of Control in the

Company may cause part or all of the consideration involved to be treated as an “excess parachute payment” under the

Code, which may subject the participant to a 20% excise tax and preclude deduction by a subsidiary.

Tax Advice

The preceding discussion is based on U.S. tax laws and regulations presently in effect, which are subject to change, and

the discussion does not purport to be a complete description of the U.S. income tax aspects of the Amended Plan. A

participant may also be subject to state and local taxes in connection with the grant of awards under the Amended Plan.

The Company is not providing, and cannot provide tax advice to participants, and therefore advises participants to

consult with their individual tax advisors to determine the applicability of the tax rules to the awards granted to them in

their personal circumstances.

ERISA

The Amended Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended

and is not intended to be qualified under Section 401 of the Internal Revenue Code.

This summary of the Amended Plan is qualified in its entirety by the full text of the Amended Plan, a copy of which is

attached as Appendix B to this Proxy Statement.

(1)Incl udes outstanding performance share units as of December 31,2025

(2) Includes 257,408 shares related to previous grants under the 2020 Plan that were forfeited by participants and became eligible for future issuance under

the terms of the 2020 Plan

(2)

2026 Proxy Statement 27

Registration of Common Shares issued under the Amended Plan

The Company intends that the additional Common Shares covered by the First Amendment will be registered under the

Securities Act of 1933, as amended. Such registration will, in most cases, permit the unrestricted resale in the public

market of shares issued pursuant to the Amended Plan.

New Plan Benefits

Because benefits under the Amended Plan are discretionary anddepend on the Compensation Committee’s actions and

the fair market value of the Company’s Common Shares at various future dates, it is not possible to determine at this time

all of the benefits that might be received by employees, directors and consultants if the First Amendment is approved by

stockholders.

Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes, as of December 31, 2025, information about compensation plans under which securities

of the Company are authorized for issuance, including the summary of awards granted and Common Shares available for

issuance under the 2020 Plan:

28 2026 Proxy Statement