UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On March 28, 2025, W. R. Berkley Corporation (the “Company”) issued a press release confirming that WR Berkley & Others LLC (“Family Holdings”) has entered into a framework agreement (the “Framework Agreement”) with Mitsui Sumitomo Insurance Company, Limited (“MSI”) and agreed to enter into an amended and restated limited liability company agreement (the “LLC Agreement”) with MSI substantially in the form attached to the Framework Agreement. Family Holdings is an affiliate of William R. Berkley, the Company’s Executive Chairman, and W. Robert Berkley, the Company’s President and Chief Executive Officer. In connection with the transactions contemplated by the Framework Agreement, the Company entered into a letter agreement (the “Cooperation Agreement”) and confidentiality agreement (the “Confidentiality Agreement”) with MSI.
The Framework Agreement (including the form of LLC Agreement) is attached as Exhibit 10.1, the Cooperation Agreement is attached as Exhibit 10.2, and the Confidentiality Agreement is attached as Exhibit 10.3, and each are incorporated by reference. The Company’s press release dated March 28, 2025 is attached as Exhibit 99.1 and incorporated by reference. The foregoing description is qualified in its entirety by reference to such Exhibits.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; |
| ** | Exhibit has been separately filed as Exhibit 10.3 and omitted pursuant to Rule 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a supplemental copy of the omitted exhibit upon request by the SEC. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| W. R. BERKLEY CORPORATION | ||
| By: | /s/ Richard M. Baio | |
| Name: | Richard M. Baio | |
| Title: | Executive Vice President – Chief Financial Officer | |
Date: March 28, 2025