Berkley Discloses 5.7% Stake in Ares Acquisition Corp II (AACT)

Rhea-AI Filing Summary

Ares Acquisition Corporation II reported that W. R. Berkley Corporation and its subsidiary Berkley Insurance Company beneficially hold 3,513,649 Class A ordinary shares, equal to 5.7% of the outstanding Class A shares. The interest is reported as shared voting and shared dispositive power rather than sole control, and the filers certify the position was acquired and is held in the ordinary course of business.

The filing identifies the security by CUSIP G33033104 and uses an outstanding share base of 61,859,712 Class A shares for the percentage calculation, making this a material passive disclosure triggering Schedule 13G reporting.

Positive

• Disclosure of a material stake: Reporting of 3,513,649 shares equal to 5.7% of Class A shares provides regulatory transparency
• Clear power classification: Filing specifies shared voting and dispositive power, clarifying the nature of control over the position
• Certification of ordinary-course holdings: Report includes a certification that the securities were acquired and are held in the ordinary course of business

Negative

• None.

Insights

Securities Analyst

TL;DR: A 5.7% passive stake disclosed; shared power indicates non-control, creating transparency without apparent governance change.

The filing shows 3,513,649 shares with shared voting and dispositive power, representing 5.7% of Class A. Because the report is submitted on Schedule 13G and includes a certification that the position is held in the ordinary course of business, the disclosure signals compliance and transparency rather than an intent to influence control. Materiality is primarily regulatory: crossing the 5% threshold requires public reporting.

Corporate Governance Expert

TL;DR: Stake size is material but shared voting power and a Schedule 13G classification limit governance influence.

The entities filing are W. R. Berkley Corporation and Berkley Insurance Company, both Delaware-organized, reporting shared voting and dispositive power over 3,513,649 shares (5.7%). The filing includes a certification that the holdings are not for the purpose of changing control. From a governance perspective, this is a meaningful disclosure for stakeholder awareness but does not, by itself, imply an active push for board or control changes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Ares Acquisition Corporation II

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G33033104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G33033104

1

Names of Reporting Persons

W. R. Berkley Corporation

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,513,649.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,513,649.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,513,649.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.7 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G33033104

1

Names of Reporting Persons

Berkley Insurance Company

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,513,649.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,513,649.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,513,649.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.7 %

12

Type of Reporting Person (See Instructions)

IC, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Ares Acquisition Corporation II
(b)	Address of issuer's principal executive offices: c/o Ares Management LLC, 245 Park Avenue, 44th Floor, New York, NY 10167
Item 2.
(a)	Name of person filing: The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
(b)	Address or principal business office or, if none, residence: The address of each Reporting Person is: 475 Steamboat Road Greenwich, CT 06830
(c)	Citizenship: The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G33033104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. Calculation of the ownership percentage set forth in Row 11 is based on the Issuer's publicly available Form 10-Q filed May 15, 2025, which states that the Issuer had outstanding 61,859,712 Class A Ordinary Shares as of May 12, 2025.
(b)	Percent of class: 5.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0.00
	(ii) Shared power to vote or to direct the vote: 3,513,649.00
	(iii) Sole power to dispose or to direct the disposition of: 0.00
	(iv) Shared power to dispose or to direct the disposition of: 3,513,649.00
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.1.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

W. R. Berkley Corporation

Signature:	By: /s/ Richard M. Baio
Name/Title:	Richard M. Baio, Executive Vice President and Chief Financial Officer
Date:	08/08/2025

Berkley Insurance Company

Signature:	By: /s/ Richard M. Baio
Name/Title:	Richard M. Baio, Executive Vice President and Treasurer
Date:	08/08/2025

FAQ

How many AACT shares does W. R. Berkley report owning?

The filing reports 3,513,649 Class A ordinary shares beneficially owned with shared voting and dispositive power.

What percentage of AACT does that represent?

The holdings represent 5.7% of the outstanding Class A Ordinary Shares as stated in the filing.

Which entities filed the Schedule 13G for AACT?

W. R. Berkley Corporation and Berkley Insurance Company are the reporting persons listed.

What class of security and CUSIP are covered in this filing?

The filing covers Class A Ordinary Shares, par value $0.0001, identified by CUSIP G33033104.

Does the filing indicate intent to change control of AACT?

No. The certification states the securities are acquired and held in the ordinary course of business and not for the purpose of changing or influencing control.

What share count was used to calculate the 5.7% figure?

The percentage is calculated using an outstanding share base of 61,859,712 Class A shares as stated in the filing.