What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-23 · 67 added, 72 removed, 367 unchanged (27% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

In connection with the filing of this Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as of December 31, 2023, for the purposes set forth in the applicable rules under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, the disclosure controls and procedures were effective.

We continue to enhance our operating procedures and internal controls (including information technology initiatives and controls over financial reporting) to effectively support our business and our regulatory and reporting requirements.

Our management does not expect that our disclosure controls or our internal controls will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

As a result of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons or by collusion of two or more people.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate

because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

As a result of the inherent limitations in a cost-effective control system, misstatement due to error or fraud may occur and not be detected.

Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the disclosure controls and procedures are met.

In connection with the filing of this Form 10-K, our management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as of December 31, 2024, for the purposes set forth in the applicable rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Disclosure controls and procedures are the controls and other procedures designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

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In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control-Integrated Framework (2013) .

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

On August 1, 2024, we completed the MCE Acquisition, and we are currently integrating the MCE Acquisition into our internal control system.

Consistent with guidance issued by the SEC, we exclude the MCE Acquisition from our evaluation of the effectiveness of the Company’s disclosure controls and procedures described above and our assessment of internal control over financial reporting as of December 31, 2024.

The MCE Acquisition represents 1.6% of total assets, and 3.5% of total revenues as of December 31, 2024.

Based on our assessment, management determined that, as of December 31, 2024, our internal control over financial reporting was effective.

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting that occurred in connection with our evaluation required pursuant to Rules 13a-15 and 15d-15 under the Exchange Act during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the item noted above, there have been no changes in internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ARCH CAPITAL 171

10 unchanged sentences

Our website address is intended to be an inactive, textual reference only and none of the material on our website is incorporated by reference into this report.

We have adopted an insider trading policy that establishes the procedures directors, officers and employees of the Company must follow to comply with U.S.

regulations on disclosure and insider trading.

It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities.

A copy of the Company’s insider trading policy is included as Exhibit 19.1 in this Form 10-K.

EXECUTIVE COMPENSATION

47 unchanged sentences

10-K 3.3 February 28, 2011

3.1 Certificate of Designations of Series F Non-Cumulative Preferred Shares

8-K 4.1 August 17, 2017

3.2 Certificate of Designations of Series G Non-Cumulative Preferred Shares

8-K 4.1 June 11, 2021

3.3 Specimen Common Share Certificate

10-K 4.1 April 2, 2001

3.4 Specimen Series F Non-Cumulative Preferred Share Certificate

8-K 4.2 August 17, 2017

3.5 Specimen Series G Non-Cumulative Preferred Share Certificate

8-K 4.2 June 11, 2021

4.1 Indenture, dated as of May 4, 2004, between ACGL, as issuer, and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A.

(formerly JPMorgan Chase Bank) (“JPMCB”), as trustee

8-K 4.1 June 30, 2020

8-K 99.2 May 7, 2004

4.2 First Supplemental Indenture, dated as of May 4, 2004, between ACGL, as issuer, and JPMCB, as trustee

22 unchanged sentences

8-K 4.2 December 9, 2016

4.8.1 Certificate of Designations of Series F Non-Cumulative Preferred Shares

8-K 4.1 August 17, 2017

4.8.2 Certificate of Designations of Series G Non-Cumulative Preferred Shares

8-K 4.1 June 11, 2021

4.8.3 Specimen Common Share Certificate

10-K 4.1 April 2, 2001

4.8.4 Specimen Series F Non-Cumulative Preferred Share Certificate

8-K 4.2 August 17, 2017

4.8.5 Specimen Series G Non-Cumulative Preferred Share Certificate

8-K 4.2 June 11, 2021

4.9 Description of Securities

9 unchanged sentences

10.2.1 ACGL 2015 Long Term Incentive and Share Award Plan†

DEF 14A April 3, 2007

10.3.2 ACGL 2012 Long Term Incentive and Share Award Plan†

DEF 14A March 26, 2015

1 unchanged sentence

DEF 14A March 28, 2018

10.3.4 ACGL 2018 Long Term Incentive and Share Award Plan†

DEF 14A March 28, 2018

10.2.3 ACGL Amended and Restated 2007 Employee Share Purchase Plan†

2 unchanged sentences

8-K 10.1 May 4, 2022

10.4.1 Form of Restricted Share Agreement, dated as of May 13, 2015, between ACGL and each of, Marc Grandisson, Nicolas Papadopoulo, Maamoun Rajeh and Louis T.

10-Q 10.2 August 7, 2015

10.4.2 Form of Restricted Share Agreement, dated as of May 13, 2016, between ACGL and each of Marc Grandisson, Nicolas Papadopoulo, Maamoun Rajeh and Louis T.

10-Q 10.2 August 5, 2016

10.4.3 Form of Restricted Share Agreement, dated as of May 4, 2017, between ACGL and each of the Non-Employee Directors of ACGL†

10-Q 10.3 August 4, 2017

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2023 FORM 10-K

10.4.4 Form of Restricted Share Agreement, dated as of May 8, 2017, between ACGL and each of Marc Grandisson, Nicolas Papadopoulo, Maamoun Rajeh and Louis T.

10-Q 10.4 August 4, 2017

10.4.5 Form of Restricted Share Agreement, dated as of September 19, 2017, between ACGL and each of Nicolas Papadopoulo and Maamoun Rajeh†

10-K 10.4.13 February 28, 2018

10.3.1 Form of Restricted Share Agreement for Named Executive Officers and certain Executive Officers of ACGL and subsidiaries†

6 unchanged sentences

10-Q 10.3 August 7, 2015

ARCH CAPITAL 175

2024 FORM 10-K

10.3.5 Form of Non-Qualified Stock Option Agreement, dated as of May 13, 2016, between ACGL and each of Marc Grandisson, Nicolas Papadopoulo, Maamoun Rajeh and Louis T.

10 unchanged sentences

10-Q 10.5 May 9, 2018

10.7.1 Form of Share Appreciation Right Agreement, dated as of May 9, 2013, between ACGL and each of Marc Grandisson, Maamoun Rajeh and Louis T.

10-Q 10.2 November 8, 2013

10.7.2 Form of Share Appreciation Right Agreement, dated as of May 13, 2014, between ACGL and each of Marc Grandisson, Maamoun Rajeh and Louis T.

10-Q 10.3 August 8, 2014

10.7.3 Share Appreciation Right Agreement, dated as of July 1, 2014, between ACGL and Maamoun Rajeh†

10-Q 10.15 November 3, 2017

10.7.4 Share Appreciation Right Agreement, dated as of November 6, 2014, between ACGL and Marc Grandisson†

10-Q 10.2 May 8, 2015

10.4.1 Employment Agreement, dated as of October 27, 2008, between ACGL and John D.

28 unchanged sentences

10-Q 10.1 November 4, 2021

ARCH CAPITAL 176

2023 FORM 10-K

10.13.3 The LIBOR Transition Amendment to the Third Amended and Restated Credit Agreement, dated as of September 29, 2021.

9 unchanged sentences

8-K 10.1 October 30, 2023

10.16.1 Master Transaction Agreement, dated as of April 5, 2024, by and between Allianz Global Risks US Insurance Company and Arch Capital Group Ltd.

8-K 10.1 April 5, 2024

10.16.2 Amendment No.

1 to Master Transaction Agreement, dated as of August 1, 2024, by and among Arch Capital Group Ltd., Allianz Global Risks US Insurance.

8-K 2.2 August 1, 2024

10.17 Amendment to Employment Agreement, dated as of October 13, 2024, between ACGL and Nicolas Papadopoulo †

10-Q 10.2 November 7, 2024

10.18 Amendment No.

4 to Letter of Credit Facility Agreement dated as of October 30, 2024 by and between Arch Reinsurance Ltd., as the borrower and Lloyds Bank.

8-K 10.1 November 4, 2024

ARCH CAPITAL 176

2024 FORM 10-K

10.19 Amendment to Employment Agreement, dated as of November 7, 2024, between Arch U.S.

MI Services Inc.

and David Gansberg †

8-K 10.1 November 8, 2024

10.20 Amendment to Employment Agreement, dated as of November 7, 2024, between Arch Capital Group Ltd.

and Maamoun Rajeh †

8-K 10.2 November 8, 2024

10.21 Form of Non-Qualified Stock Option Outperformance Award Agreement for Named Executive Officers and certain Executive Officers of ACGL and subsidiaries†

10.22 Form of Restricted Share Outperformance Award Agreement between ACGL and each of Nicolas Papadopoulo, Maamoun Rajeh and David Gansberg†

10.23 Form of Restricted Share Outperformance Award Agreement between ACGL and each of François Morin, Christine Todd and certain other Executive Officers of ACGL†

10.24 Second Amendment to Employment Agreement, dated as of December 11, 2024, between Arch Capital Group (U.S.) Inc.

and David Gansberg†

19.1 Policy Statement on Insider Trading and Confidential Information

21 Subsidiaries of Registrant

6 unchanged sentences

97.1 Policy relating to recovery of erroneously awarded compensation, as required by Nasdaq listing standards adopted pursuant to 17 CFR 240.10D.

10-K 97.1 February 23, 2024

101 The following financial information from ACGL’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL:

5 unchanged sentences

and (vi) Notes to Consolidated Financial Statements

104 Cove Page Interactive Data File (embedded within the Inline XBRL document)

(1) Certain schedules and exhibits have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits to the SEC upon request.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Management contract or compensatory plan or arrangement.

3 unchanged sentences

ARCH CAPITAL GROUP LTD.

/s/ Marc Grandisson

Marc Grandisson

/s/ Nicolas Papadopoulo

Nicolas Papadopoulo

Chief Executive Officer (Principal Executive Officer)

2 unchanged sentences

Name Title Date

/s/ Marc Grandisson

Marc Grandisson Chief Executive Officer (Principal Executive Officer)

/s/ Nicolas Papadopoulo

Nicolas Papadopoulo Chief Executive Officer (Principal Executive Officer)

February 27, 2025

1 unchanged sentence

François Morin Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Treasurer February 27, 2025

Pasquesi Chairman of the Board

Pasquesi Chair of the Board

February 27, 2025

Director February 27, 2025

Doppstadt Director February 23, 2024

Francis Ebong Director February 27, 2025

Goodman Director February 27, 2025

Houston Director February 27, 2025

ARCH CAPITAL 178

3 unchanged sentences

Eileen Mallesch Director February 27, 2025

Paglia Director February 23, 2024

Alexander Moczarski Director February 27, 2025

Director February 27, 2025

Sunshine Director February 27, 2025

Neal Triplett Director February 27, 2025

Vollaro Director February 27, 2025

19 unchanged sentences

Senior notes $ 1,287 $ 1,287

Due to subsidiaries and affiliates 11 —

Other liabilities 48 38

23 unchanged sentences

Net investment income $ 5 $ 2 $ 2

Net realized gains (losses) ( 4 ) — —

Total revenues 1 2 2

9 unchanged sentences

Preferred dividends ( 40 ) ( 40 ) ( 40 )

Loss on redemption of preferred shares — — ( 15 )

Net income available to Arch common shareholders $ 4,272 $ 4,403 $ 1,409

13 unchanged sentences

Net (purchases) sales of short-term investments ( 26 ) ( 8 ) ( 5 )

Capital contributed to subsidiaries — — ( 487 )

Purchase of fixed assets — — ( 1 )

Acquisitions, net of cash ( 450 ) — —

Other 5 1 ( 1 )

3 unchanged sentences

Proceeds from common shares issued, net 7 ( 2 ) 6

Proceeds from issuance of preferred shares, net — — 486

Redemption of preferred shares — — ( 450 )

Common dividends paid ( 1,866 ) — —

Preferred dividends paid ( 40 ) ( 40 ) ( 40 )

25 unchanged sentences

Mortgage ( 30 ) 709 749 1,160 NM ( 324 ) 40 195 1,133

Other 333 NM 258 63 33 353

Total $ 1,263 $ 20,032 $ 7,337 $ 9,679 NM $ 5,028 $ 1,740 $ 1,128 $ 11,078

(1) The Company does not manage its assets by segment and, accordingly, net investment income is not allocated to each underwriting segment.

See note 4, “Segment Information,” to our consolidated financial statements in Item 8 for information related to the ‘other’ segment.

(2) Certain other operating expenses relate to the Company’s corporate segment.

(2) Certain other operating expenses relate to the Company’s corporate items.

Such amounts are not reflected in the table above.

See note 4, “Segment Information,” to our consolidated financial statements in Item 8 for information related to the corporate segment.

See note 4, “Segment Information,” to our consolidated financial statements in Item 8 for information .

ARCH CAPITAL 183

23 unchanged sentences

$ 8,542 $ ( 4,249 ) $ 6,785 $ 11,078 61.2 %

$ 7,707 $ ( 3,735 ) $ 5,045 $ 9,017 55.9 %

(1) Certain amounts included in the gross premiums written of each segment are related to intersegment transactions and are included in the gross premiums written of each segment.

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures