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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-27 · 165 added, 90 removed, 345 unchanged (43% of the section changed)

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While we seek to identify, manage and mitigate risks to our business, risk and uncertainty cannot be eliminated or necessarily predicted.

In connection with any investment decision with respect to our securities, you should carefully consider the following risk factors, as well as the other information contained in this report and our other filings with the SEC.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.

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Our results could be adversely affected by catastrophic events.

We are exposed to unpredictable catastrophic events, including, but not limited to, weather-related and other natural catastrophes, as well as acts of terrorism and wars.

The frequency and/or severity of catastrophic events may be impacted in the future by the continued effects of climate change.

We are exposed to unpredictable catastrophic events, including, but not limited to, weather-related and other natural catastrophes, as well as acts of terrorism, wars, pandemics, political instability and significant cyber or operational incidents.

The frequency and/or severity of some catastrophic events may be impacted in the future by the continued effects of climate change.

Secondary perils, such as severe convective storms, may also become increasingly impactful.

Climate change and resulting changes in global temperatures, weather patterns and sea levels may both increase the frequency and severity of natural catastrophes and the resulting losses in the future and impact our risk modeling assumptions.

We cannot predict the impact that changing climate conditions, if any, may have on our results of operations or our financial condition.

We cannot predict the impact that changing climate conditions, if any, may have on our results, operations or our financial condition.

Additionally, we cannot predict how legal, regulatory and/or social responses to concerns around global climate change and the resulting impact on various sectors of the economy may impact our business.

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We use these loss projections to estimate our potential catastrophe losses in certain geographic areas and decide on the placement of retrocessional coverage or other actions to limit the extent of potential losses in a given geographic area.

These loss projections are approximations, reliant on a mix of quantitative and qualitative processes, and actual losses may exceed the projections by a material amount.

These loss projections are estimates, reliant on a mix of quantitative and qualitative processes, and actual losses may exceed the projections by a material amount.

Unfavorable loss development may adversely affect our business, financial condition, results of operations or liquidity.

We are required to maintain reserves to cover our ultimate liability of losses and LAE for both reported and unreported claims.

These reserves are only estimates of what we believe the ultimate settlement and administration of claims will cost based on facts and circumstances known to us and actuarial and statistical analysis.

These reserves are only estimates of what we believe the ultimate settlement and administration of claims will cost based on facts and circumstances known to us and incorporates actuarial and statistical analysis.

Loss reserve estimates are reconsidered, as necessary, as experience develops and to reflect other changes in circumstances that may affect our estimate of ultimate loss, and this could potentially result in increases to our reserves.

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For the insurance and reinsurance businesses, ultimate losses may differ materially from our expectations at the time we underwrite the business.

Because of the uncertainties that surround our estimates of loss and LAE reserves, we cannot be certain that ultimate losses and LAE payments will not exceed the estimates we make at any given time.

For example, in the quarter ended December 31, 2024, the Company increased its loss reserves by $1.7 billion, pre-tax, primarily driven by unfavorable development in U.S.

casualty insurance lines of business.

Because of the uncertainties that

surround our estimates of loss and LAE reserves, we cannot be certain that ultimate losses and LAE payments will not exceed the estimates we make at any given time.

For example, for the year ended, December 31, 2025, the Company increased its loss reserves by $657 million, pre-tax and net of reinsurance, primarily driven by net unfavorable development on prior year reserves from elevated loss experience in excess casualty and U.S.

liability lines primarily on accident years 2022-2024.

Loss experience in these lines of business is very unpredictable and has been exacerbated by social inflation factors such as uncertain legal system outcomes, increased frequency of high-severity claims and third-party litigation funding.

If our reserves are deficient in future periods, we may be required to increase loss reserves in the period in which such deficiencies are identified which would cause a charge to our earnings, a reduction of capital and could result in adverse effects on our business, financial condition, results of operation or liquidity.

During the past five calendar years, the reserve refinement process resulted in a decrease to our pre-tax net income in 2024 and 2020 and resulted in an increase to our pre-tax net income in 2023, 2022 and 2021:

During the past five calendar years, the reserve process resulted in a decrease to our pre-tax net income in 2025 and 2024 and resulted in an increase to our pre-tax net income in 2023, 2022 and 2021:

Calendar year:

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2025 $ 657 decrease

2024 1,337 decrease

2023 5 increase

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2021 9 increase

2020 401 decrease

The difficulty in estimating our reserves is significantly more challenging as it relates to reserving for potential A&E liabilities.

The difficulty in estimating our reserves is significantly more challenging as it relates to reserving for potential asbestos and environmental (“A&E”) liabilities.

As of December 31, 2025, 0.6% of our gross reserves were comprised of A&E reserves.

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In addition, since reserve estimates of aggregate loss costs for prior years are sometimes factored into pricing our insurance products, inaccurate reserves can lead to our products not being priced adequately to cover actual losses and related loss expenses in order to generate a profit.

If we are unable to or choose not to purchase reinsurance and transfer risk to the reinsurance markets, our net income could be reduced or we could incur a net loss in the event of unusual loss experience.

We purchase prospective reinsurance for our insurance and reinsurance operations in order to mitigate the volatility of losses on our financial results.

From time to time, market conditions have limited, and in some cases have prevented, insurers and reinsurers from obtaining the types and amounts of reinsurance that they consider adequate for their business needs.

There is no guarantee that our desired amounts of reinsurance or retrocessional reinsurance will be available in the marketplace in the future.

In the current environment, our ability to renew our current reinsurance or retrocessional reinsurance arrangements or obtain desired amounts of new or replacement coverage on favorable terms may be substantially reduced as a result of the impact of inflation, industry catastrophic losses to reinsurer capital and the appetite for certain lines of business.

In addition to capacity risk, the remaining capacity may not be on terms we deem appropriate or acceptable or with companies with whom we want to do business.

The percentage of business that we reinsure may vary considerably from year to year, depending on our view of the relationship between cost and expected benefit for the contract period.

2025 2024 2023 2022 2021

Percentage of ceded written premiums to gross written premiums 12.4 % 13.3 % 11.5 % 11.5 % 12.3 %

If we are unable to or choose not to renew our current reinsurance or retrocessional reinsurance or purchase new or replacement coverage on favorable terms or at all, the amount of business we are willing to write may be limited or our protection from losses due to large loss events may be materially reduced and our net income could be materially reduced.

The failure to accurately assess underwriting risk and establish adequate premium rates could reduce our net income or result in a net loss.

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limits, deductibles, etc.) to cover our losses and LAE.

In future years, insufficient premium rates may result in reserve deficiencies to the extent that higher than expected losses are incurred.

This could reduce our net income and even result in a net loss.

In addition, losses may arise from events or exposures that are not anticipated when the coverage is priced.

Losses may arise from events or exposures that are not anticipated when the coverage is priced.

In addition to such unanticipated events, we also face the unanticipated expansion of our exposures, particularly in long-tail liability lines.

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If any of these factors were to result in a decline in the demand for (re)insurance or an overall increase in (re)insurance capacity, our net income could decrease.

We are generally less reliant on the purchase of reinsurance than many of our competitors, in part because of our strategic emphasis on underwriting discipline and management of the cycles inherent in our business.

We try to separate our risk-taking process from our risk mitigation process to avoid developing too great a reliance on reinsurance.

With the expansion of the capital markets into insurance linked financial instruments, we increased our use of capital market products for catastrophe reinsurance.

In addition, we have increased some of our quota share contracts with larger retrocessionaires.

The percentage of business that we reinsure may vary considerably from year to year, depending on our view of the relationship between cost and expected benefit for the contract period.

2024 2023 2022 2021 2020

Percentage of ceded written premiums to gross written premiums 13.3 % 11.5 % 11.5 % 12.3 % 13.0 %

Moreover, certain states have enacted laws that require a property and casualty insurer to participate in assigned risk plans, reinsurance facilities, joint underwriting associations and other residual market plans.

state regulators also require that admitted insurers offer property and casualty coverage to all risks in that market and often restrict an insurer’s ability to charge the price it might otherwise charge or restrict an insurer’s ability to offer or enforce specific policy deductibles.

In these markets, we may be compelled to underwrite business at lower than desired rates or accept additional risk not contemplated in our existing rates, participate in the operating losses of residual market plans or pay assessments to fund operating deficits of state-sponsored funds, which could lead to lower than anticipated profitability.

The effects of emerging claim and coverage issues on our business are uncertain.

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• plaintiffs targeting property and casualty insurers in purported class action litigation relating to claims-handling and other practices;

• social inflation trends, including higher and more frequent claims, higher awards in favor of plaintiffs and increases in the value of claims due to third party funding;

• social inflation trends, including higher and more frequent claims, higher awards in favor of plaintiffs and increases in the value of claims due to third-party litigation funding;

• medical developments that link health issues to particular causes, resulting in liability claims;

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Financial strength ratings are used by cedents, agents and brokers to assess the financial strength and credit quality of reinsurers and insurers.

downgrade or withdrawal of any of these ratings could adversely affect our ability to market our reinsurance and insurance products, our ability to compete with other reinsurers and insurers and our ability to write new business, which in turn could impact our profitability and results.

As noted above, each of A.M.

Best, S&P and Moody’s has assigned a negative outlook to our financial strength ratings.

A downgrade or withdrawal of any of these ratings could adversely affect our ability to market our reinsurance and insurance products, our ability to compete with other reinsurers and insurers and our ability to write new business, which in turn could impact our profitability and results.

Consistent with market practice, much of our treaty reinsurance business allows the ceding company to terminate the contract or seek collateralization of our obligations in the event of a rating downgrade below a certain threshold.

The termination provision would generally be triggered if a rating fell below A.M.

Best’s A- rating level.

The termination provision would generally be triggered if a financial strength rating fell below A.M.

Best’s or S&P A- rating level.

To a lesser extent, Everest Re also has modest exposure to reinsurance contracts that contain provisions for obligatory funding of outstanding liabilities in the event of a rating agency downgrade.

Those provisions would also generally be triggered if Everest Re’s rating fell below A.M.

Best’s A- rating level.

Best’s or S&P A- rating level.

See also ITEM 1, “Financial Strength Ratings”.

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In addition, reinsurers may be unwilling to pay us even though they are able to do so.

The failure of one or more of our reinsurers to honor their obligations to us in a timely fashion would impact our cash flow and reduce our net income and could cause us to incur a significant loss.

Our investment values and investment income could decline due to changed conditions in the financial markets.

A significant portion of our investment portfolio consists of fixed income securities and smaller portions consist of equity securities and other investments.

The fair value of our invested assets and associated investment income may fluctuate depending on various factors including the effects of economic events and conditions, governmental policies, changes in interest rates and credit spreads and market volatility.

The failure of one or more of our reinsurers, including but not limited to the counterparties to the adverse development cover reinsurance agreements, to honor their obligations to us in a timely fashion would impact our cash flow and reduce our net income and could cause us to incur a significant loss.

The value of our overall investment income could decline due to changed conditions in the financial markets and prevailing general economic conditions.

A significant portion of our investment portfolio consists of fixed income securities and smaller portions consist of equity securities and other investments, such as limited partnerships and other alternative investments.

The fair value of our invested assets and associated investment income may fluctuate depending on various factors including, but not limited to the effects of economic events and conditions;

governmental policies;

changes in interest rates, currency exchange rates, inflation and credit spreads;

credit ratings;

loss frequency and severity;

and market volatility.

In addition, rapid or unprecedented changes in credit and equity market conditions could materially impact the valuation of securities.

The volatility of our losses may force us to liquidate securities, which may cause us to incur capital losses.

Realized and unrealized losses in our investment portfolio and changes in our estimates of current expected credit loss allowance can affect our financial condition, results of operations or liquidity and our ability to conduct business.

Interest Rate Risk.

Most of our fixed income securities are classified as available for sale, and temporary changes in the fair value of these investments due to interest rate fluctuations are reflected as changes to our shareholders’ equity.

Additionally, net investment income from fixed income investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, can differ from the income anticipated from those securities at the time of purchase.

Our investment portfolio is subject to the risk of loss due to default or deterioration in credit quality.

As a part of our ongoing analysis of our investment portfolio, we are required to assess current expected credit losses for all held-to-maturity securities and evaluate expected credit losses for available-for-sale securities when fair value is below amortized cost, which considers reasonable and supportable forecasts of future economic conditions in addition to information about past events and current conditions.

If issuers of individual investments are unable to meet their obligations, investment income will be reduced and realized capital losses may arise.

We have exposure to counterparties through a variety of commercial transactions and arrangements, including reinsurance transactions and agreements with banks, hedge funds and other investment vehicles that expose us to credit risk in the event our counterparty fails to perform its obligations.

Additionally, net

investment income from fixed income investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, can differ from the income anticipated from those securities at the time of purchase.

Our investment portfolio is subject to the risk of loss due to default or deterioration in the credit quality, financial condition or future recovery prospects of the underlying issuers of our fixed income securities.

As a part of our ongoing analysis of our investment portfolio, we are required to assess and estimate current expected credit losses for all held-to-maturity securities and evaluate expected credit losses for available-for-sale securities when fair value is below amortized cost, which considers reasonable and supportable forecasts of future economic conditions and estimated future cash flows in addition to information about past events and current conditions.

If the issuers or other obligors of individual investments are unable to meet their obligations, investment income will be reduced and realized capital losses may arise.

We have exposure to counterparties through a variety of commercial transactions and arrangements, including reinsurance transactions and agreements with banks, hedge funds, private funds and other investment vehicles that expose us to credit risk in the event a counterparty or an underlying issuer or borrower fails to perform its obligations.

We have invested a portion of our investment portfolio in equity securities.

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We may require additional capital or financing sources in the future, which may not be available or may be available only on unfavorable terms.

Our future capital requirements depend on many factors, including rating agency and regulatory requirements, the performance of our investment portfolio, our ability to write new business successfully, the frequency and severity of catastrophe events and our ability to establish premium rates and loss reserves at levels sufficient to cover losses.

Our future capital requirements depend on many factors, including rating agency and new regulatory requirements, the performance of our investment portfolio, our ability to write business successfully, the frequency and severity of catastrophe events and our ability to establish premium rates and loss reserves at levels sufficient to cover losses.

We may need to raise additional funds through debt or equity financings or access funds through existing or new credit facilities or through short-term repurchase agreements.

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This ability is subject to general economic, financial, competitive, regulatory and other factors beyond our control.

Payment of dividends and advances and repayments from some of the operating subsidiaries are regulated by U.S.

Payment of dividends and advances and repayments from

some of the operating subsidiaries are regulated by U.S.

states and foreign insurance laws and regulatory restrictions, including minimum solvency and liquidity thresholds.

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Premiums are established before actual losses are known, which may result in some underpricing if inflation rises more rapidly than expected, ultimately creating a deficiency that may impact our financial position.

Higher inflation could lead to higher interest rates, which would negatively impact the value of our existing fixed income or other investments.

Measures taken by domestic or foreign governments could have effects on our business.

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For financial institutions, there are direct and indirect effects that can result from these events, including effects to the growth of business, return in foreign investments, claims patterns and local operations.

Global economic conditions could adversely affect our business, results of operations or financial condition.

The global economic environment continues to be impacted by fiscal or monetary policies;

uncertainty concerning the future path of interest rates;

the effect of social, economic and political conditions and geopolitical events, supply chain disruptions;

the implementation of tariffs and other protectionist trade policies;

and the possibility of a recession, government shutdowns, debt ceilings and funding.

Ongoing global economic uncertainties and evolving market conditions may affect our results of operations, financial condition and capital resources.

We are dependent on our key personnel.

In January 2025, James Williamson, Executive Vice President and Chief Operating Officer, was appointed President and CEO and member of the Board of Directors after the departure of our former President and CEO, Juan Andrade.

In 2025, the Company had various promotions and new executive leadership appointments.

Our success has been, and will continue to be, dependent on our ability to retain the services of our existing key executives and other key employees, and to attract and retain additional qualified personnel in the future.

The loss of the services of any key executive officer , the failure to successfully effectuate a permanent leadership transition or the inability to hire and retain other highly qualified personnel in the future, particularly those experienced in the property and casualty industry, could adversely affect our ability to conduct business.

The loss of the services of any key executive officer, the failure to successfully effectuate a permanent leadership transition or the inability to hire and retain other highly qualified personnel in the future could adversely affect our ability to conduct business.

Changes to or turnover among senior management or key executives could also disrupt the Company’s strategic focus, operational capabilities and may impede our ability to act quickly and efficiently in executing our business strategy.

Additionally, the emergence of new technologies, including artificial intelligence (“AI”), requiring in new skill sets and changes in local employment legislation, taxation and the approach of regulatory bodies to compensation practices within our operating jurisdictions may result in difficulty in attracting, developing and retaining key personnel.

Special considerations apply to our Bermuda operations.

Under Bermuda law, non-Bermudians, other than spouses of Bermudians and individuals holding permanent or working resident certificates, are not permitted to engage in any gainful occupation in Bermuda without a work permit issued by the Bermuda government.

A work permit is only granted or extended if the employer can show that, after a proper public advertisement, no Bermudian, spouse of a Bermudian or individual holding a permanent or working resident certificate is available who meets the minimum standards reasonably required for the position.

The Bermuda government places a six-year term limit on individuals with work permits, subject to specified exemptions for persons deemed to be key employees of businesses with a significant physical presence in Bermuda.

Currently, all our Bermuda-based professional employees who require work permits have been granted permits by the Bermuda government that expire at various times between March 2025 and March 2030.

Currently, all of our Bermuda-based professional employees who require work permits have been granted permits by the Bermuda government that expire at various times between June 2027 and March 2030.

We rely on our processes, people and systems to maintain our operations and manage the operational risks inherent to our business.

Any errors, omissions or misconduct by our employees or third-party agents in the execution of these processes could adversely affect our business, results of operations and financial condition.

We rely on our processes, people and systems to maintain and execute our operations.

We seek to monitor and control our exposure to risks arising from these processes through an enterprise risk management framework, internal controls, management review and other processes.

We cannot provide total assurance that these processes will effectively identify or control all risks, or that our employees and third-party agents will effectively execute them.

Our processes, people and systems may not effectively identify or control all risks, and our employees and third-party agents may not effectively execute them.

Losses may result from, among other things, actual or alleged fraud;

or failure to document transactions properly, obtain proper internal authorization, comply with underwriting or other internal guidelines or comply with regulatory requirements.

It is not always possible to deter or prevent employee misconduct, and the precautions that we take to prevent and detect this activity may not be effective in all cases.

employee misconduct or failure to document transactions properly, obtain proper internal authorization, comply with underwriting or other internal guidelines or comply with regulatory requirements.

Resulting losses could adversely affect our business, results of operations and financial condition.

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Cybersecurity threats and incidents have increased in recent years, heightening related risks.

AI technologies are quickly evolving and being adopted, which may also increase or intensify potential cybersecurity risks.

We are dependent upon our information technology platform, including our processing systems, data and electronic transmissions in our business operations.

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An incident could also result in a violation of applicable privacy and other laws, damage our reputation, cause a loss of customers, result in regulatory action or give rise to monetary fines and other penalties, which could be significant, and ultimately have a material adverse effect on our business or operations.

The cybersecurity regulatory environment is evolving, in particular with respect to emerging technologies, such as artificial intelligence, and it is likely that the costs of complying with new or developing regulatory requirements will increase.

We are not aware of a cybersecurity incident that materially affected the Company, including its business strategy, results of operations or financial condition.

Exposure to cybersecurity risk is increasing systematically due to greater digital dependence and increased possible losses due to a catastrophic cybersecurity event.

Cyber catastrophes are not bound by time or geographic limitations and cyber catastrophic perils do not have well-established definitions and fundamental physical properties.

Rather, cybersecurity risks are engineered by human actors and thus are continuously evolving, often in ways that are engineered specifically to evade established loss mitigation controls.

Any losses incurred from these risks are also dependent on our clients’ and our third-party service providers' cybersecurity practices and defenses, as well as how policy terms and conditions interact with the evolving threat landscape.

We may be unable to anticipate cybersecurity threats, react in a timely manner and may be required to devote substantial additional resources to modify or enhance our information security systems, networks and cybersecurity program and to defray the costs of complying with new or developing regulatory requirements.

While we are not aware of a cybersecurity incident that materially affected the Company, including its business strategy, results of operations or financial condition, a future cybersecurity incident could have a material impact on us.

Exposure to cybersecurity risk is increasing systematically due to greater digital dependence, emerging technologies such as AI and increased possible losses due to a catastrophic cybersecurity event.

Cybersecurity incidents are not bound by time or geographic limitations.

Related perils do not have well-established definitions and fundamental physical properties and may be engineered specifically to evade established loss mitigation controls.

Any losses incurred from these risks are also dependent on our clients’ and our third-party service providers' cybersecurity practices and defenses, as well as how contract terms and conditions interact with the evolving threat landscape which is out of our control.

Some of our service providers may store or have access to our data and may not have effective controls, processes or practices to protect our information.

A vulnerability in our service providers’ software or systems or failure of safeguards, policies or procedures, could result in a cyberattack or other incident which could harm our business.

See Item 1C, “Cybersecurity” for additional information.

We are dependent on brokers and agents for business developments.

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Our relationship with this distribution network is based on quality of underwriting, claim services, financial strength and other factors, which could weaken.

Analytical models used in decision making could vary materially from actual results.

Deterioration in relationships with our broker and agent distribution network or their increased promotion and distribution of our competitors’ products could adversely affect our ability to sell our products.

Loss of all or a substantial portion of the business provided by one or more of these brokers or agents could have an adverse effect on our business.

Analytical models used in decision making and estimates, assumptions and valuations in these models could vary materially from actual results, which could have an adverse impact on the financial condition, results of operations and cash flows of the Company.

As a financial services company, we are exposed to model risk.

We utilize financial models to derive metrics and drive analysis to assist in decision making across key areas, such as pricing, underwriting, reserving, investment management, ceding business, capital allocation and risk management.

These models may not operate properly, may contain incorrect information and errors and may rely on assumptions and projections that are inherently uncertain.

Our operations are subject to business continuation risk.

These models incorporate numerous assumptions and forecasts about the future level of financial metrics, including interest rates, inflation, credit spreads and equity markets.

These models may not operate properly, may contain incorrect information and errors and may rely on assumptions and projections that are inherently uncertain which could lead to material variations from actual results.

Our operations are subject to business continuation and resiliency risk.

Across our global business centers, there is risk that our operations, systems or data, or those of third parties on whom we rely, may be disrupted.

We may experience a disruption in business continuity as a result of pandemic and public health crises, geopolitical risks including armed conflict and civil unrest, terrorist events, natural disasters, cyber-attacks affecting technology services, as well as governmental, business and societal responses to such events, such as restrictions on public gatherings, sanctions, trade restrictions, increased unemployment and supply chain disruptions.

We may experience a disruption in business continuity as a result of pandemic and public health crises, geopolitical risks including armed conflict and civil unrest, terrorist events, natural disasters, cyber or other information technology related-incidents affecting technology services, supply-chain disruptions, as well as governmental, business and societal responses to such events, such as restrictions on public gatherings, sanctions, trade restrictions and increased unemployment.

All such events may ultimately result in workforce unavailability among other operational impacts.

Our industry is highly competitive, and we may not be able to compete successfully in the future.

Our industry is highly competitive and rapidly evolving, and we may not be able to compete successfully in the future.

Our industry is highly competitive and subject to pricing cycles that can be pronounced.

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The worldwide net premium written by the Top 40 global reinsurance groups for both life and non-life business was estimated to be $347 billion in 2024 according to data compiled by S&P.

In addition to existing competitors, the entry of alternative capital

market products and new company formations provide additional sources of reinsurance and insurance capacity, which could reduce our market share.

In addition to existing competitors, the entry of alternative capital market products and new company formations, such as Insurtech companies, provide additional sources of reinsurance and insurance capacity, which could reduce our market share and adversely affect our business, results of operations and financial condition.

Recent technological advancements in the insurance industry and information technology industry including in underwriting, claims, distribution and operations present new and fast-evolving competitive risks as participants seek to increase the speed of transactions, lower costs and create new opportunities.

We will be at a competitive disadvantage if, over time, our competitors are more effective than us in their utilization of technology and evolving data analytics.

If we do not anticipate or keep pace with these technological and other changes impacting the insurance industry, it could adversely affect our business results of operations and financial condition.

Business or asset acquisitions and dispositions may expose us to certain risks.

The completion of any business or asset acquisition or sale is subject to certain risks, including those relating to the receipt of required regulatory approvals, the terms and conditions of regulatory approvals including any financial accommodations required by regulators, our ability to satisfy such terms, conditions and accommodations, the occurrence of any event, change or other circumstances that could give rise to the termination of a transaction and the risk that parties may not be willing or able to satisfy the conditions to a transaction.

As a result, there can be no assurance that any business or asset acquisition or sale will be completed as contemplated, or at all, or regarding the expected timing of the completion of the acquisition or disposition.

Additionally, acquisitions and divestitures may not produce the anticipated benefits and may result in unintended consequences, which could have a material adverse impact on our financial condition and results of operations.

We may not be able to achieve expected synergies as a result of acquisitions or divestitures.

In the case of business or asset dispositions, we may have continued financial exposure to the divested businesses through reinsurance, indemnification or other financial arrangements following the transaction.

The expected benefits of acquired or divested businesses may not be realized and involve additional uncertainties, continuing costs and risks that may negatively impact our business, financial condition, results of operations or liquidity.

For example, in October 2025, the Company entered into definitive agreements to sell the renewal rights for certain lines of the commercial retail insurance business in the U.S., U.K., E.U.

and Asia Pacific to AIG There can be no assurance that we will realize the anticipated economic, strategic or other benefits of the transaction.

We may also incur other related costs and our existing businesses could also be negatively impacted.

SHAREHOLDERS, LEGAL & REGULATION

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This could have the effect of delaying or even preventing such a change of control.

We may be subject to legal, governmental or regulatory proceedings.

In the normal course of business, we are subject to regulatory and governmental investigations, document requests, subpoenas and civil actions, litigation and other forms of dispute resolution in various domestic and foreign jurisdictions.

In addition, we are involved in litigation and arbitration concerning our rights and obligations under policies and contracts issued by us and under reinsurance contracts with third parties.

Such investigations, inquiries, document requests, subpoenas or examinations could develop into administrative, civil or criminal proceedings or enforcement actions, including class-actions, in which remedies could include fines, penalties, restitution, remedial actions, enhanced supervision or alterations in our business practices, and could result in additional expenses, limitations on certain business activities and reputational damage.

The ownership of common shares of Group by Everest Re Advisors, Ltd., a direct subsidiary of Group, may have an impact on securing approval of shareholder proposals that Group’s management supports.

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• the board of directors may decline to register any transfer of common shares if it has reason to believe that the transfer would result in:

i.) any person that is not an investment company beneficially owning more than 5.0% of any class of the issued and outstanding share capital of Group,

ii.) any person holding controlled shares in excess of 9.9% of any class of the issued and outstanding share capital of Group, or

iii.) any adverse tax, regulatory or legal consequences to Group, any of its subsidiaries or any of its shareholders;

any person that is not an investment company beneficially owning more than 5.0% of any class of the issued and outstanding share capital of Group,

any person holding controlled shares in excess of 9.9% of any class of the issued and outstanding share capital of Group, or

any adverse tax, regulatory or legal consequences to Group, any of its subsidiaries or any of its shareholders;

• Group also has the option to redeem or purchase all or part of a shareholder’s common shares to the extent the board of directors determines it is necessary or advisable to avoid or cure any adverse or potential adverse consequences if:

i.) any person that is not an investment company beneficially owns more than 5.0% of any class of the issued and outstanding share capital of Group,

ii.) any person holds controlled shares in excess of 9.9% of any class of the issued and outstanding share capital of Group, or

iii.) share ownership by any person may result in adverse tax, regulatory or legal consequences to Group, any of its subsidiaries or any other shareholder.

any person that is not an investment company beneficially owns more than 5.0% of any class of the issued and outstanding share capital of Group,

any person holds controlled shares in excess of 9.9% of any class of the issued and outstanding share capital of Group, or

share ownership by any person may result in adverse tax, regulatory or legal consequences to Group, any of its subsidiaries or any other shareholder.

The Board has indicated that it will apply these bye-law provisions in such manner that “passive institutional investors” will be treated similarly to investment companies.

For this purpose, “passive institutional investors” include all persons who are eligible, pursuant to Rule 13d-1(b)(1) under the Exchange Act to file a short-form statement on Schedule 13G, other than an insurance company or any parent holding company or control person of an insurance company.

For this purpose, “passive institutional investors” include all persons who are eligible, pursuant to Rule 13d-1(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file a short-form statement on Schedule 13G, other than an insurance company or any parent holding company or control person of an insurance company.

Investors in Group may have more difficulty in protecting their interests than investors in a U.S.

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Class actions and derivative actions are generally not available to shareholders under the laws of Bermuda.

However, the Bermuda courts ordinarily would be expected to follow English

case law precedent, which would permit a shareholder to bring an action in the name of Group to remedy a wrong done to Group where the act complained of is alleged to be beyond the corporate power of Group or illegal or would result in the violation of Group’s memorandum of association or bye-laws.

However, the Bermuda courts ordinarily would be expected to follow English case law precedent, which would permit a shareholder to bring an action in the name of Group to remedy a wrong done

to Group where the act complained of is alleged to be beyond the corporate power of Group or illegal or would result in the violation of Group’s memorandum of association or bye-laws.

Furthermore, the court would give consideration to acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of Group’s shareholders than actually approved it.

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Group is organized under the laws of Bermuda.

Some of its directors and officers may reside outside the U.S.

Some of its directors and officers may reside outside the United States.

A substantial portion of our assets are or may be located in jurisdictions outside the United States.

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Insurance laws and regulations restrict our ability to operate and any failure to comply with those laws and regulations could have a material adverse effect on our business.

We are subject to extensive and increasing regulation under U.S., state and foreign insurance laws.

We are subject to extensive and increasing regulation under U.S.

federal, state and foreign insurance laws.

These laws limit the amount of dividends that can be paid to us by our operating subsidiaries, impose restrictions on the amount and type of investments that we can hold, prescribe solvency, accounting and internal control standards that must be met and maintained and require us to maintain reserves.

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To date, no material fine, penalty or restriction has been imposed on us for failure to comply with any insurance law or regulation.

The insurance and reinsurance regulatory framework continues to be subject to increased scrutiny in many jurisdictions, including the U.S., Bermuda and Europe.

The International Association of Insurance Supervisors has in place a Common Framework for the supervision of Internationally Active Insurance Groups (“IAIGs”), which is focused on the group-wide supervision of IAIGs.

As described above in “Regulatory Matters”, the Company may become subject to the group supervision requirements promulgated by the BMA under the Amendment Act.

Groups subject to BMA group supervision have a 12-month transition period to take steps required for compliance with the BMA authorized to grant extensions of up to an additional 12 months upon application.

Under the Amendment Act, the Company may become subject to group-level solvency and capital requirements, consolidated financial reporting and auditing obligations, recovery planning requirements and prior notification or approval requirements for certain material changes within the group.

As Group Supervisor, the BMA will also chair a Supervisory College, coordinating with other regulators that supervise Everest’s licensed entities in other jurisdictions.

Assessing and complying with the Amendment Act’s requirements may require the Company to allocate considerable time and resources that could impact the domicile and operations of our insurance and/or non-insurance subsidiaries, result in increased costs and affect our financial condition.

Group supervision by the BMA, including any future holding company designation, could affect our prescribed capital requirements, the terms of current and future debt, intercompany capital transactions, ratings and may significantly increase our cost of regulatory compliance.

As a result of the previous dislocation of the financial markets, the U.S.

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The future impact of such initiatives or new initiatives from the current governmental authorities, if any, on our operation, net income (loss) or financial condition cannot be determined at this time.

Our business is subject to certain laws and regulations relating to sanctions and foreign corrupt practices, the violation of which could adversely affect our operations.

We must comply with all applicable economic sanctions and anti-bribery laws and regulations of the United States and other jurisdictions.

laws and regulations that may be applicable to us include economic trade sanctions laws and regulations administered by the U.S.

Treasury’s Office of Foreign Assets Control, as well as certain laws administered by the U.S.

Department of State.

The sanctions laws and regulations of non-U.S.

jurisdictions in which we operate may differ from those of the United States and these differences may also expose us to sanctions violations.

In addition, we are subject to the Foreign Corrupt Practices Act and other anti-bribery laws that generally prohibit corrupt payments or improper gifts to non-U.S.

governments or officials.

It is possible that personnel could fail to comply with applicable laws and regulations.

In such event, we could be exposed to civil penalties, criminal penalties and other sanctions, including fines or other punitive actions, which could damage our business and reputation, and could adversely affect our financial condition and results of operations.

Regulatory challenges in the United States could adversely affect the ability of Bermuda Re to conduct business.

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Bermuda Re’s reinsurance clients typically require it to post a letter of credit or enter into other security arrangements.

If Bermuda Re is unable to obtain

or maintain a letter of credit facility on commercially acceptable terms or is unable to arrange for other types of security, its ability to operate its business may be severely limited.

If Bermuda Re is unable to obtain or maintain a letter of credit facility on commercially acceptable terms or is unable to arrange for other types of security, its ability to operate its business may be severely limited.

If Bermuda Re defaults on any letter of credit that it obtains, it may be required to prematurely liquidate a substantial portion of its investment portfolio and other assets pledged as collateral.

Regulatory and legislative developments related to cybersecurity, privacy, data protection and artificial intelligence could have an adverse impact on our business.

In October 2017, the NAIC adopted the Insurance Data Security Model Law (“IDSML”), which was intended to establish the standards for data security and for the investigation and notification of data breaches applicable to insurance licensees in states adopting such law.

Regulatory and legislative developments, as well as executive orders, related to cybersecurity, privacy, data protection and AI could have an adverse impact on our business.

The NAIC”s Insurance Data Security Model Law (the “IDSML”), which established standards for data security and for the investigation and notification of data breaches applicable to insurance licensees has been adopted in 28 states.

The IDSML requires insurers, and other entities required to be licensed under state insurance laws, to comply with certain requirements, such as developing and maintaining a written information security program, conducting risk assessments and overseeing the data security practices of third-party vendors.

The IDSML has now been adopted in 23 states.

In addition, certain state insurance regulators are developing or have developed their own regulations that may impose additional regulatory requirements relating to cybersecurity on insurance and reinsurance companies.

For example, the New York State Department of Financial Services has an applicable regulation pertaining to cybersecurity for all banking and insurance entities under its jurisdiction, effective as of March 1, 2017 and amended on November 1, 2023.

Regulation of cybersecurity, privacy and data protection, operational resiliency and artificial intelligence has also developed globally.

We cannot predict the impact these laws and regulations will have on our business, financial condition or results of operations, but our insurance and reinsurance companies could incur additional costs resulting from compliance with such laws and regulations.

For example, the New York State Department of Financial Services has an applicable regulation pertaining to cybersecurity for all banking and insurance entities under its jurisdiction.

Regulation of cybersecurity, privacy and data protection, operational resiliency and AI has also developed globally including but not limited to Bermuda’s Personal Information Protection Act, the UK’s Data Protection Act and EU’s General Data Protection Regulation.

In 2024, European Union lawmakers also signed the Artificial Intelligence Act, which regulates certain use of AI within the European Union.

We cannot predict the full impact these laws and regulations will have on our business, financial condition or results of operations, but our insurance and reinsurance companies could incur additional costs resulting from compliance with such laws and regulations.

If international tax laws change, our net income may be impacted.

The Organization for Economic Co-operation and Development (“OECD”) and its member countries, including the United States, had been focusing for an extended period on issues related to the taxation of multinational corporations, such as the comprehensive plan set forth by the OECD to create an agreed set of international tax rules for preventing base erosion and profit shifting.

The OECD has now agreed upon a broad framework for overhauling the taxation of multinational corporations that includes, among other things, profit reallocation rules (Pillar One) and a 15% global minimum corporate income tax rate (Pillar Two).

The Pillar Two model rules have been enacted in several of the jurisdictions in which the Company and its subsidiaries operate, thus, the Company or its subsidiaries are liable to pay a top-up tax for any deficiency between the minimum tax rate of 15% and the effective tax rate per jurisdiction.

The Organization for Economic Co-operation and Development (the “OECD”) and its member countries, including the United States, had been focusing for an extended period on issues related to the taxation of multinational corporations, such as the comprehensive plan set forth by the OECD to create an agreed set of international tax rules for preventing base erosion and profit shifting.

The OECD agreed upon a broad framework for overhauling the taxation of multinational corporations that includes, among other things, profit reallocation rules (Pillar One) and a 15% global minimum corporate income tax rate (Pillar Two).

The Pillar Two model rules have been enacted in several of the jurisdictions in which the Company and its subsidiaries operate;

thus, the Company or its subsidiaries are liable to pay a top-up tax for any deficiency between the minimum tax rate of 15% and the effective tax rate per jurisdiction.

Group and/or various Group companies may be subject to additional income taxes, which would reduce our net income.

tax law changes, our net income may be impacted.

The 2017 Tax Cuts and Jobs Act (“TCJA”) was adopted to address incorporation by U.S.

If United St ates ta x law changes, our net income may be impacted.

The 2017 Tax Cuts and Jobs Act (the “TCJA”) was adopted to address incorporation by U.S.

corporations in low-tax jurisdictions to obtain a competitive advantage over domestic corporations that are subject to the U.S.

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This would further impact our net income and effective tax rate.

On August 16, 2022, the IRA was enacted.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted.

We have evaluated the tax provisions of the IRA, the most significant of which are the corporate alternative minimum tax and the share repurchase excise tax and do not expect the legislation to have a material impact on our results of operations.

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The 2023 Act includes a provision referred to as “The Economic Transition Adjustment” (the “ETA”), which is intended to provide a fair and equitable transition into the new tax regime, and results in a deferred tax benefit for the Company.

However, on January 15, 2025, the OECD issued Guidance related to “deferred tax assets arising from tax benefits provided by General Government” whereby it has restricted the utilization of those deferred tax benefits against the computation of its Pillar Two Global Minimum Taxes to approximately 20% of the originally calculated amounts and

only for a grace period of two years through 2026.

However, on January 15, 2025, the OECD issued guidance related to “deferred tax assets arising from tax benefits provided by General Government” whereby it has restricted the utilization of those deferred tax benefits against the computation of its Pillar Two Global Minimum Taxes to approximately 20% of the originally calculated amounts and only for a grace period of two years through 2026.

If the Bermuda Ministry of Finance amends The 2023 Act in response to this guidance, the exact impact of any such amendments is uncertain but there is a risk that it results in a reduction in the Company's Deferred Tax Assets.

Group and/or Bermuda Re may be subject to U.S.

On January 20, 2025, President Trump issued a memorandum announcing that the OECD framework has “no force or effect in the United States” and disavowing any commitments previously made by the United States with respect to the framework.

The memorandum also directs the U.S.

Secretary of the Treasury to develop and present to President Trump a list of protective measures or other options towards foreign countries that are either not in compliance with any tax treaty with the United States or have tax rules that are “extraterritorial or disproportionately affect American companies.” The possible uneven enactment of the OECD framework by various jurisdictions coupled with the United States’ response to these rules could cause uncertainties to and increases in our income taxes.

On January 5, 2026, the OECD released Administrative Guidance containing the side-by-side (SbS) package on the OECD’s global minimum tax.

The SbS Administrative Guidance introduced, among other things, new safe harbors, including a SbS safe harbor for multi-national groups headquartered in certain eligible jurisdictions, now limited to the US.

Qualification for this safe harbor would exempt companies from the OECD global minimum tax.

We expect additional Administrative Guidance in the future providing implementation guidance on the SbS.

Accordingly, the OECD’s global minimum tax could be subject to further changes that will continue to cause uncertainties related to income taxes payable by our company.

Group and/or Bermuda Re may be subje ct to U.S.

corporate income tax, which would reduce our net income.

The income of Bermuda Re is a sizable portion of our worldwide income from operations.

We have established guidelines for the conduct of our operations that are designed to ensure that Bermuda Re is not engaged in the conduct of a trade or business in the U.S.

We have established guidelines for the conduct of our operations that are designed to ensure that Bermuda Re is not engaged in the conduct of a trade or business in the United States.

Based on its compliance with those guidelines, we believe that Bermuda Re should not be required to pay U.S.

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permanent establishment maintained by Bermuda Re.

We do not believe that Bermuda Re has a permanent establishment in the U.S.

If the IRS were to successfully assert that Bermuda Re did have income attributable to a permanent establishment in the U.S., Bermuda Re would be subject to U.S.

We do not believe that Bermuda Re has a permanent establishment in the United States.

If the IRS were to successfully assert that Bermuda Re did have income attributable to a permanent establishment in the United States., Bermuda Re would be subject to U.S.

tax only on that income.

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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 1A. Risk Factors