0000947484false00009474842024-08-272024-08-270000947484us-gaap:CommonStockMember2024-08-272024-08-270000947484acgl:SeriesFDepositaryShareEquivalentMember2024-08-272024-08-270000947484acgl:SeriesGDepositaryShareEquivalentMember2024-08-272024-08-27


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
 
August 27, 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 classTrading Symbol (s)Name of each exchange on which registered
Common shares, $0.0011 par value per shareACGLNASDAQStock Market
Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share
ACGLO
NASDAQStock Market
Depositary shares, each representing a 1/1,000th interest in a 4.55% Series G preferred shareACGLNNASDAQStock 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.
Appointment of New Directors.
On August 27, 2024, Arch Capital Group Ltd.’s (“ACGL”) Board of Directors (“Board”) unanimously approved the appointment of Dan Houston and Neal Triplett to serve as Class II directors of the Board, effective August 27, 2024. Neither Mr. Houston nor Mr. Triplett have been appointed to serve on any Board committee at this time.
There are no arrangements or understandings between either of these individuals and any other person pursuant to which either Mr. Houston or Mr. Triplett was selected to serve as a director. Neither Mr. Houston nor Mr. Triplett is a party to any current or proposed transaction with ACGL requiring disclosure under Item 404(a) of Regulation S-K. Neither Mr. Houston nor Mr. Triplett is a party to or participates in any other material plan, contract or arrangement (whether or not written) that is entered into or was materially amended in connection with the individual’s selection to serve as a director of ACGL. There also has been no other grant or award to either Mr. Houston or Mr. Triplett or a modification thereto, under any such plan, contract or arrangement in connection with the individual’s selection to serve as a director of ACGL.
Both Mr. Houston and Mr. Triplett will be entitled to the compensation that ACGL pays its other non-employee directors in the form of cash and equity. For more information on the compensation of ACGL’s directors, please refer to the disclosure under the heading “Director Compensation” in ACGL's definitive proxy statement for its 2024 Annual General Meeting of Shareholders, filed with the Securities and Exchange Commission on March 28, 2024, which disclosure is incorporated herein by reference.
ITEM 8.01    Other Events.
On August 27, 2024, ACGL issued a press release announcing the appointment of new directors. 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.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.
(d):     The following exhibits are being filed herewith.
EXHIBIT NO. DESCRIPTION
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
2

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: August 27, 2024By:/s/ François Morin
  Name:François Morin
  Title:Executive Vice President, Chief Financial Officer and Treasurer

3

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. Appoints Dan Houston and Neal Triplett to Board of Directors
PEMBROKE, BERMUDA — August 27, 2024 — Arch Capital Group Ltd. (NASDAQ: ACGL) (“Arch” or the “Company”) today announced Daniel “Dan” J. Houston and Neal Triplett will join the Company’s Board of Directors, effective immediately.
Mr. Houston is a seasoned executive with a wealth of experience in the financial services sector. He is Chairman and CEO of Principal Financial Group®, where he is responsible for overall management of the Fortune 500 company across its global lines of business. Mr. Houston also serves as an active member of the Business Roundtable and the Fortune CEO Initiative, as well as the Chair of the Tax Committee for the American Council of Life Insurers. He joined Principal® in 1984 and has held several management positions during his tenure.
Mr. Triplett is President and CEO of the Duke University Management Company, a nonprofit organization that manages Duke University's endowment. He has been with the company for 25 years and, in his role, oversees a diversified portfolio of assets and works closely with Duke University's leadership to develop and implement investment strategies.
“The Board of Directors regularly assesses the composition of our Board and identifies opportunities to broaden our talent and perspectives,” said John Pasquesi, Chair of the ACGL Board of Directors. “Dan and Neal both boast impressive track records and relevant experience that the Company believes will enhance the Board’s overall experience and capabilities.”
Jack Bunce, Chair of ACGL’s Nominating and Governance Committee said, “We believe Dan’s experience successfully leading a time-honored financial institution through significant growth and transformation will serve as a valuable addition to the Board, while Neal’s investment expertise and deep financial services knowledge will strengthen the depth of the Board’s expertise.”
Marc Grandisson, CEO of ACGL said, “Arch is in a transformational period of growth, with many more exciting milestones on the horizon. I believe Dan and Neal joining our Board further validates our standing as an emerging global market leader. I look forward to working with both of them and the rest of our Board in the years ahead.”
About Arch Capital Group Ltd.
Arch Capital Group Ltd. (Nasdaq: ACGL) is a publicly listed Bermuda exempted company with approximately $23.4 billion in capital at June 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 pandemics such as COVID-19; 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


v3.24.2.u1
Document and Entity Information Cover
Aug. 27, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 27, 2024
Entity Registrant Name Arch Capital Group Ltd.
Entity Central Index Key 0000947484
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
Arch Capital (NASDAQ:ACGLO)
Historical Stock Chart
Von Dez 2024 bis Jan 2025 Click Here for more Arch Capital Charts.
Arch Capital (NASDAQ:ACGLO)
Historical Stock Chart
Von Jan 2024 bis Jan 2025 Click Here for more Arch Capital Charts.