acgl-20260505

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

May 5, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

Arch Capital Group Ltd.'s (“ACGL”) annual meeting of shareholders was held on May 5, 2026. At the meeting, the holders of 311,259,137 common shares, which represents approximately 87 percent of the outstanding shares entitled to vote as of the record date of March 9, 2026, were represented in person or by proxy. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:

Item 1. The vote on the election of the three Class I directors to hold office for a term of three years and until their respective successors are duly elected and qualified or their earlier resignation or removal. The voting results were as follows:


NOMINEE	FOR	AGAINST	WITHHELD	BROKER NON-VOTES
Francis Ebong	264,284,191	33,720,096	587,870	12,666,980
Eileen Mallesch	291,998,486	6,510,150	83,521	12,666,980
Brian S. Posner	288,275,104	10,233,019	84,034	12,666,980

Item 2. The vote on a proposal on advisory vote to approve named executive officer compensation. The voting results were as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
280,228,167	17,650,116	713,874	12,666,980

Item 3. The vote on the ratification of the selection of PricewaterhouseCoopers LLP as ACGL’s independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
292,837,090	18,363,136	58,911	—

Item 4. The vote on the election of certain individuals as Designated Company Directors of certain of ACGL’s non-U.S. subsidiaries. The voting results were as follows:


DIRECTOR	FOR	AGAINST	WITHHOLD	BROKER NON-VOTES
Brian Chen	298,427,871	74,218	90,068	12,666,980
Crystal Doughty	298,414,408	84,856	92,893	12,666,980
Matthew Dragonetti	298,419,033	81,310	91,814	12,666,980
Seamus Fearon	298,423,349	93,001	75,807	12,666,980
Jerome Halgan	298,362,194	137,875	92,088	12,666,980
Chris Hovey	298,415,742	72,161	104,254	12,666,980
François Morin	288,962,539	9,550,613	79,005	12,666,980
David J. Mulholland	298,429,174	70,792	92,191	12,666,980
Chiara Nannini	285,207,244	13,307,088	77,825	12,666,980
Maamoun Rajeh	298,382,593	133,025	76,539	12,666,980
William Soares	298,404,342	71,728	116,087	12,666,980
Alan Tiernan	298,429,894	70,872	91,391	12,666,980
Christine Todd	298,423,644	71,524	96,989	12,666,980

ITEM 8.01 Other Events.

Preferred Share Dividends. On May 6, 2026, 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 June 30, 2026 to holders of record of the Series F Shares, as of June 15, 2026, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date. In addition, the Board declared dividends with respect to the Series F Shares, to be payable out of lawfully available funds for the payment of dividends under Bermuda law on September 30, 2026 to holders of record of the Series F Shares, as of September 15, 2026, 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

6/30/26

3/31/26-6/29/26

$4,496,250

$0.340625

Series F

9/30/26

6/30/26-9/29/26

$4,496,250

$0.340625

In addition, on May 6, 2026, 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 June 30, 2026 to holders of record of the Series G Shares, as of June 15, 2026, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date. In addition, the Board declared dividends with respect to the Series G Shares, to be payable out of lawfully available funds for the payment of dividends under Bermuda law on September 30, 2026 to holders of record of the Series G Shares, as of September 15, 2026, 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

6/30/26

3/31/26-6/29/26

$5,687,500

$0.284375

Series G

9/30/26

6/30/26-9/29/26

$5,687,500

$0.284375

ITEM 9.01 Financial Statements and Exhibits.

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


EXHIBIT NO.						DESCRIPTION
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 7, 2026	By:	/s/ François Morin
		Name:	François Morin
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

Arch Capital Group Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits