Preferred payouts detailed as Arch Capital (NASDAQ: ACGL) logs vote results

Rhea-AI Filing Summary

Arch Capital Group Ltd. reported results from its annual shareholder meeting and detailed upcoming preferred share dividends. Holders of 311,259,137 common shares, about 87 percent of those entitled to vote as of the March 9, 2026 record date, were represented. Shareholders elected three Class I directors for three-year terms, approved the advisory vote on named executive officer compensation, and ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026. They also elected designated company directors for certain non-U.S. subsidiaries.

The Board declared dividends on 13,200,000 depositary shares for the 5.45% Non-Cumulative Preferred Shares, Series F, of $4,496,250, or $0.340625 per depositary share, for each of the dividend periods ending June 29, 2026 and September 29, 2026. It also declared dividends on 20,000,000 depositary shares for the 4.55% Non-Cumulative Preferred Shares, Series G, of $5,687,500, or $0.284375 per depositary share, for each of the same periods. All dividends are payable on June 30 and September 30, 2026 to holders of record on June 15 and September 15, 2026, respectively, unless otherwise determined by the Board or its Executive Committee.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented at meeting: 311,259,137 shares Series F dividend per share: $0.340625 per depositary share Series F dividend total: $4,496,250 each period +4 more

7 metrics

Shares represented at meeting 311,259,137 shares Common shares represented, about 87% of those entitled to vote as of March 9, 2026

Series F dividend per share $0.340625 per depositary share Dividends for periods 3/31/26–6/29/26 and 6/30/26–9/29/26

Series F dividend total $4,496,250 each period Declared on 13,200,000 Series F depositary shares for each dividend period

Series G dividend per share $0.284375 per depositary share Dividends for periods 3/31/26–6/29/26 and 6/30/26–9/29/26

Series G dividend total $5,687,500 each period Declared on 20,000,000 Series G depositary shares for each dividend period

Record dates for dividends June 15 and September 15, 2026 Record dates for Series F and Series G preferred dividends

Dividend payment dates June 30 and September 30, 2026 Scheduled payment dates for Series F and G dividends

Key Terms

non-cumulative preferred shares, broker non-votes, record date, liquidation preference, +1 more

5 terms

non-cumulative preferred shares financial

"5.45% Non-Cumulative Preferred Shares, Series F, $0.01 per share"

Non-cumulative preferred shares are a class of stock that pays a fixed dividend when the company chooses to distribute one, but if the company skips a dividend payment those missed payments are not owed or accumulated for future repayment. For investors, that means steady income is possible but not guaranteed — think of it like a subscription that can be paused without the provider owing you back payments — making these shares less secure than cumulative preferreds.

broker non-votes financial

"WITHHELD | BROKER NON-VOTES Francis Ebong | 264,284,191 ..."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

record date financial

"outstanding shares entitled to vote as of the record date of March 9, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

liquidation preference financial

"with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share)"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

independent registered public accounting firm financial

"ratification of the selection of PricewaterhouseCoopers LLP as ACGL’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

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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

May 5, 2026

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 5.07    Submission of Matters to a Vote of Security Holders.

Arch Capital Group Ltd.'s (“ACGL”) annual meeting of shareholders was held on May 5, 2026. At the meeting, the holders of 311,259,137 common shares, which represents approximately 87 percent of the outstanding shares entitled to vote as of the record date of March 9, 2026, were represented in person or by proxy. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:

Item 1. The vote on the election of the three Class I directors to hold office for a term of three years and until their respective successors are duly elected and qualified or their earlier resignation or removal. The voting results were as follows:

NOMINEE			FOR			AGAINST			WITHHELD			BROKER NON-VOTES
Francis Ebong			264,284,191			33,720,096			587,870			12,666,980
Eileen Mallesch			291,998,486			6,510,150			83,521			12,666,980
Brian S. Posner			288,275,104			10,233,019			84,034			12,666,980

Item 2. The vote on a proposal on advisory vote to approve named executive officer compensation. The voting results were as follows:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
280,228,167			17,650,116			713,874			12,666,980

Item 3. The vote on the ratification of the selection of PricewaterhouseCoopers LLP as ACGL’s independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
292,837,090			18,363,136			58,911			—

Item 4. The vote on the election of certain individuals as Designated Company Directors of certain of ACGL’s non-U.S. subsidiaries. The voting results were as follows:

DIRECTOR			FOR			AGAINST			WITHHOLD			BROKER NON-VOTES
Brian Chen			298,427,871			74,218			90,068			12,666,980
Crystal Doughty			298,414,408			84,856			92,893			12,666,980
Matthew Dragonetti			298,419,033			81,310			91,814			12,666,980
Seamus Fearon			298,423,349			93,001			75,807			12,666,980
Jerome Halgan			298,362,194			137,875			92,088			12,666,980
Chris Hovey			298,415,742			72,161			104,254			12,666,980
François Morin			288,962,539			9,550,613			79,005			12,666,980
David J. Mulholland			298,429,174			70,792			92,191			12,666,980
Chiara Nannini			285,207,244			13,307,088			77,825			12,666,980
Maamoun Rajeh			298,382,593			133,025			76,539			12,666,980
William Soares			298,404,342			71,728			116,087			12,666,980
Alan Tiernan			298,429,894			70,872			91,391			12,666,980
Christine Todd			298,423,644			71,524			96,989			12,666,980

2

ITEM 8.01    Other Events.

Preferred Share Dividends. On May 6, 2026, the Board of Directors (the “Board”) of ACGL declared dividends with respect to the outstanding 13,200,000 depositary shares, each representing a 1/1000th interest in a share of 5.45% Non-Cumulative Preferred Shares, Series F, $0.01 per share (“Series F Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on June 30, 2026 to holders of record of the Series F Shares, as of June 15, 2026, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date. In addition, the Board declared dividends with respect to the Series F Shares, to be payable out of lawfully available funds for the payment of dividends under Bermuda law on September 30, 2026 to holders of record of the Series F Shares, as of September 15, 2026, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.

Series

Effective Date for Declaration

Dividend Period

Dividend Amount

Rate Per Share

Series F

6/30/26

3/31/26-6/29/26

$4,496,250

$0.340625

Series F

9/30/26

6/30/26-9/29/26

$4,496,250

$0.340625

In addition, on May 6, 2026, the Board of ACGL declared dividends with respect to the outstanding 20,000,000 depositary shares, each representing a 1/1000th interest in a share of 4.55% Non-Cumulative Preferred Shares, Series G, $0.01 per share (“Series G Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on June 30, 2026 to holders of record of the Series G Shares, as of June 15, 2026, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date. In addition, the Board declared dividends with respect to the Series G Shares, to be payable out of lawfully available funds for the payment of dividends under Bermuda law on September 30, 2026 to holders of record of the Series G Shares, as of September 15, 2026, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.

Series

Effective Date for Declaration

Dividend Period

Dividend Amount

Rate Per Share

Series G

6/30/26

3/31/26-6/29/26

$5,687,500

$0.284375

Series G

9/30/26

6/30/26-9/29/26

$5,687,500

$0.284375

ITEM 9.01    Financial Statements and Exhibits.

(d):     The following exhibits are being filed herewith.

EXHIBIT NO.						DESCRIPTION
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: May 7, 2026			By:			/s/ François Morin
						Name:			François Morin
						Title:			Executive Vice President, Chief Financial Officer and Treasurer

4

FAQ

What did Arch Capital Group Ltd. (ACGL) shareholders approve at the 2026 annual meeting?

Shareholders elected three Class I directors for three-year terms, approved the advisory vote on named executive officer compensation, and ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026.

How many Arch Capital (ACGL) shares were represented at the 2026 annual meeting?

A total of 311,259,137 common shares were represented in person or by proxy, which the company states is approximately 87 percent of the outstanding shares entitled to vote as of the March 9, 2026 record date.

What dividends did Arch Capital declare on its Series F preferred shares?

The Board declared two dividends on 13,200,000 depositary shares for 5.45% Series F preferred shares, each for $4,496,250 in total, or $0.340625 per depositary share, for dividend periods ending June 29, 2026 and September 29, 2026.

What dividends did Arch Capital declare on its Series G preferred shares?

The Board declared two dividends on 20,000,000 depositary shares for 4.55% Series G preferred shares, each for $5,687,500 in total, or $0.284375 per depositary share, covering dividend periods ending June 29, 2026 and September 29, 2026.

When will Arch Capital’s Series F and Series G preferred dividends be paid?

Dividends on both Series F and Series G preferred depositary shares are scheduled to be paid on June 30, 2026 and September 30, 2026 to holders of record on June 15, 2026 and September 15, 2026, respectively, unless otherwise determined by the Board or its Executive Committee.

Who is Arch Capital’s independent auditor for the year ending December 31, 2026?

PricewaterhouseCoopers LLP was ratified by shareholders as Arch Capital Group Ltd.’s independent registered public accounting firm for the year ending December 31, 2026, following a shareholder vote reported in the meeting results.

Filing Exhibits & Attachments

4 documents

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