株探米国株
日本語 英語
エドガーで原本を確認する
0000947484false00009474842023-11-172023-11-170000947484us-gaap:CommonStockMember2023-11-172023-11-170000947484acgl:SeriesFDepositaryShareEquivalentMember2023-11-172023-11-170000947484acgl:SeriesGDepositaryShareEquivalentMember2023-11-172023-11-17


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
 
November 17, 2023
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 7.01 Regulation FD Disclosure.



On November 17, 2023, Arch Mortgage Insurance Company and United Guaranty Residential Insurance Company (the “Bellemeade Cedants”), both subsidiaries of Arch Capital Group Ltd., exercised their rights to terminate aggregate excess of loss mortgage reinsurance agreements with certain special purpose reinsurance companies domiciled in Bermuda (the “Terminated Bellemeade Agreements”). The terminations are due to changes in Standard & Poor’s (“S&P”) Insurer Risk-Based Capital Adequacy Criteria that will have an impact on the Bellemeade Cedants’ S&P capital treatment of the Terminated Bellemeade Agreements. The S&P changes became effective on November 15, 2023. Prior to such S&P changes, the Bellemeade Cedants received significant S&P capital relief from the Terminated Bellemeade Agreements, whereas following such changes the Bellemeade Cedants will receive substantially decreased S&P capital relief.
The Terminated Bellemeade Agreements consist of the following: Bellemeade Re 2018-1, 2019-2, 2019-4, 2020-2, 2020-3, 2020-4, 2021-1, and 2021-2. The redemption date for the Bellemeade Agreements will be December 27, 2023. As of September 30, 2023, the Terminated Bellemeade Agreements represented $1.7 billion in limit of total coverage of $3.2 billion from all mortgage insurance-linked note vehicles. The remaining reinsurance agreements with Bellemeade Cedants will remain in place subject to their terms.
The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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: November 20, 2023 By: /s/ François Morin
    Name: François Morin
    Title: Executive Vice President, Chief Financial Officer and Treasurer

3