Arch Capital (NASDAQ: ACGL) launches $350M note tender offers
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Arch Capital Group Ltd. is launching cash tender offers for certain long-term debt held by two wholly owned subsidiaries. The offers cover up to $350,000,000 in aggregate purchase price of Arch Capital Group (U.S.)’s 5.144% Senior Notes due 2043 and Arch Capital Finance LLC’s 5.031% Senior Notes due 2046.
Holders who tender by the early deadline of June 15, 2026 receive total consideration that includes a $50 per $1,000 early tender premium, with pricing set off a fixed spread of 55 basis points over a 5.00% U.S. Treasury due May 15, 2046. The tender offers expire on July 1, 2026, and are capped by a maximum aggregate purchase price, with the 2043 notes given higher priority.
The transactions are subject to conditions, including completion of a new notes offering to fund purchases. Arch reports approximately $26.9 billion in capital as of March 31, 2026, indicating these tenders represent a modest portion of its overall capital structure.
Positive
- None.
Negative
- None.
Insights
Arch is refinancing up to $350M of long-dated debt on defined terms.
Arch Capital has launched cash tender offers for up to $350,000,000 of two long-dated note issues, prioritizing the 5.144% 2043 notes over the 5.031% 2046 notes. The stated maximum applies to the aggregate purchase price rather than principal, and both series carry an identical +55% basis-point spread over a 5.00% U.S. Treasury reference.
The structure uses standard early participation incentives, with a $50 per $1,000 Early Tender Premium for holders who tender by June 15, 2026, ahead of a July 1, 2026 expiration. The offers are conditioned on issuing new notes, so the net effect will likely be a shift in maturity and coupon profile rather than a large change in gross debt.
With capital of about $26.9 billion as of March 31, 2026, the tender size is modest relative to the overall balance sheet. The Acceptance Priority Levels, proration mechanics and ability to adjust the Maximum Amount give the company flexibility in managing this portion of its liability profile.
8-K Event Classification
2 items: 8.01, 9.01
2 items
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
Tender offer maximum amount: $350,000,000
2043 notes outstanding: $500,000,000
2046 notes outstanding: $450,000,000
+5 more
8 metrics
Tender offer maximum amount
$350,000,000
Aggregate purchase price cap for both note series
2043 notes outstanding
$500,000,000
Aggregate principal amount of 5.144% Senior Notes due 2043
2046 notes outstanding
$450,000,000
Aggregate principal amount of 5.031% Senior Notes due 2046
Early Tender Premium
$50 per $1,000
Additional consideration for notes tendered by early deadline
Fixed spread
55 basis points
Spread over 5.00% U.S. Treasury due May 15, 2046
Company capital
$26.9 billion
Capital at March 31, 2026
Early Tender Deadline
June 15, 2026, 5:00 p.m. NYC time
Cutoff to receive Total Tender Offer Consideration
Expiration Date
July 1, 2026, 5:00 p.m. NYC time
Final deadline for tendering notes
Key Terms
cash tender offers, Early Tender Premium, Acceptance Priority Level, Maximum Amount, +2 more
6 terms
cash tender offers financial
"commenced cash tender offers (the “Tender Offers”) to purchase the outstanding debt securities"
A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.
Acceptance Priority Level financial
"Notes accepted for purchase ... will be accepted in accordance with their Acceptance Priority Levels"
Maximum Amount financial
"for an aggregate purchase price of up to $350,000,000 (the “Maximum Amount”)"
Financing Condition financial
"including the consummation of the Company’s offering of ... new notes ... (the “Financing Condition”)"
Financing condition refers to the overall environment and terms under which borrowing money is available, including interest rates, lending standards, and access to credit. It influences how easily individuals or businesses can obtain funds and at what cost, affecting economic activity and investment decisions. When financing conditions are favorable, borrowing is easier and cheaper; when they tighten, borrowing becomes more difficult and expensive.
Accrued Interest financial
"accrued and unpaid interest up to, but not including, the applicable Settlement Date (“Accrued Interest”)"
Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.
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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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):
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 | |||||||||||||||
| Stock Market | |||||||||||||||||
| Stock Market | |||||||||||||||||
| 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 8.01 Other Events.
On June 2, 2026, Arch Capital Group Ltd. (“ACGL”) issued a press release announcing that its wholly-owned subsidiaries, Arch Capital Group (U.S.) Inc. (“Arch Capital Group (U.S.)”) and Arch Capital Finance LLC (“Arch Capital Finance”), commenced cash tender offers to purchase (the “Tender Offers”) for a combined aggregate purchase price of up to $350 million (i) Arch Capital Group (U.S.)’s outstanding 5.144% Senior Notes due 2043, and (ii) Arch Capital Finance’s outstanding 5.031% Senior Notes due 2046. A copy of the press release announcing the Tender Offers is attached hereto as Exhibit 99.1 and incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith.
| EXHIBIT NO. | DESCRIPTION | |||||||
| 99.1 | Press release dated June 2, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARCH CAPITAL GROUP LTD. | |||||||||||
| Date: June 2, 2026 | By: | /s/ François Morin | |||||||||
| Name: | François Morin | ||||||||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||
3
Exhibit 99.1
Arch Capital Group Ltd.
Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08 Bermuda
archgroup.com
PRESS RELEASE
ARCH CAPITAL GROUP LTD. ANNOUNCES CASH TENDER OFFERS TO PURCHASE UP TO A CAPPED AMOUNT OF CERTAIN OF ITS SUBSIDIARIES’ DEBT SECURITIES
PEMBROKE, BERMUDA — June 2, 2026 — Arch Capital Group Ltd. (NASDAQ: ACGL) (“Arch” or the “Company”) today announced that its wholly-owned subsidiaries, Arch Capital Group (U.S.) Inc. (the “2043 Notes Offeror”) and Arch Capital Finance LLC (the “2046 Notes Offeror” and, together with the 2043 Notes Offeror, the “Offerors”), commenced cash tender offers (the “Tender Offers”) to purchase the outstanding debt securities listed in the table below (collectively, the “Notes” and each a “Series” of Notes) for an aggregate purchase price of up to $350,000,000 (the “Maximum Amount”), in the order of priority shown in the table below. The terms and conditions of the Tender Offers are described in an Offer to Purchase dated June 2, 2026 (as it may be amended or supplemented, the “Offer to Purchase”). Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.
Title of Security | CUSIP / ISIN(1) | Original Issuer | Aggregate Principal Amount Outstanding | Acceptance Priority Level(2) | Reference U.S. Treasury Security | Bloomberg Reference Page(3) | Early Tender Premium (per $1,000) | Fixed Spread (basis points)(4) | ||||||||||||||||||
5.144% Senior Notes due 2043 | 03938JAA7 / US03938JAA79 | Arch Capital Group (U.S.) Inc. | $500,000,000 | 1 | 5.00% U.S. Treasury due May 15 2046 | FIT1 | $50 | +55 bps | ||||||||||||||||||
5.031% Senior Notes due 2046 | 03939CAB9 / US03939CAB90 | Arch Capital Finance LLC | $450,000,000 | 2 | 5.00% U.S. Treasury due May 15 2046 | FIT1 | $50 | +55 bps | ||||||||||||||||||
________________
(1)No representation is made as to the correctness or accuracy of the CUSIP/ISIN numbers listed in this press release, the Offer to Purchase or printed on the Notes. They are provided solely for convenience.
(2)The Maximum Amount of Notes that may be purchased in the Tender Offers is the aggregate amount of Notes that will not result in the Aggregate Purchase Price for Notes validly tendered and accepted for purchase pursuant to the Tender Offers exceeding the Maximum Amount. The Offerors reserve the right, in their sole discretion, subject to applicable law, to increase or decrease the Maximum Amount, but there can be no assurance that the Offerors will do so. Notes accepted for purchase on any Settlement Date will be accepted in accordance with their Acceptance Priority Levels set forth herein (with “1” being the highest Acceptance Priority Level and “2” being the lowest Acceptance Priority Level). The Offerors will only accept for purchase Notes up to an aggregate principal amount that will not result in the Aggregate Purchase Price to exceed the Maximum Amount.
(3)The Bloomberg Reference Page is provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price Determination Date (as defined below), the Dealer Managers (as defined herein) will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page.
(4)Includes the Early Tender Premium of $50 per $1,000 principal amount of Notes for each Series (the “Early Tender Premium”) as set forth in the Offer to Purchase, which will be paid in addition to the Total Tender Offer Consideration or Late Tender Offer Consideration, as applicable.
The Tender Offers are subject to the satisfaction of certain conditions as set forth in the Offer to Purchase, including the consummation of the Company’s offering of one or more series of new notes (the “New Notes”) on or prior to the applicable Settlement Date (the “Financing Condition”). Subject to applicable law, the Offerors may waive any and all of these conditions or extend, terminate or withdraw the Tender Offers with respect to one or more Series of Notes or increase or decrease the Maximum Amount, including on or after the Price Determination Date. The Tender Offers are not conditioned upon any minimum amount of Notes being tendered and the offering of the New Notes is not conditioned on the consummation of the Tender Offers or the tender of any specific amount of Notes.
The amounts of each Series of Notes that are purchased in each Tender Offer will be determined in accordance with the priorities identified in the column Acceptance Priority Level in the table above. The Tender Offers will expire at 5:00 p.m., New York City time, on July 1, 2026, unless extended (such date and time, as the same may be extended, the “Expiration Date”) or earlier terminated. In order to receive the applicable Total Tender Offer Consideration, holders of Notes subject to each Tender Offer must validly tender and not validly withdraw their Notes before the Early Tender Deadline, which is 5:00 p.m., New York City time, on June 15, 2026, unless extended. Holders of Notes subject to the Tender Offers who validly tender their Notes after the Early Tender Deadline and before the Expiration Date and whose Notes are accepted for purchase will receive the applicable Late Tender Offer Consideration.
The applicable Total Tender Offer Consideration for each $1,000 in principal amount of Notes tendered and not withdrawn before the Early Tender Deadline and accepted for payment pursuant to the Tender Offers will be determined in the manner described in the Offer to Purchase. The consideration will be determined by reference to a fixed spread specified for each Series of Notes over the yield based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above, as fully described in the Offer to Purchase. The consideration will be calculated by the Dealer Managers for the Tender Offers at 10:00 a.m., New York City time, on the business day immediately following the Early Tender Deadline, unless extended (such date and time, as the same may be extended, the “Price Determination Date”). The Price Determination Date is expected to be June 16, 2026. The Early Tender Premium for each Series of Notes is $50 per $1,000 principal amount of Notes. The “Late Tender Offer Consideration” for the Notes purchased pursuant to the Tender Offers will be calculated by taking the Total Tender Offer Consideration for the applicable Series of Notes and subtracting from it the Early Tender Premium of $50 per $1,000 principal amount of Notes.
In addition to the applicable Total Tender Offer Consideration or applicable Late Tender Offer Consideration, as the case may be, applicable accrued and unpaid interest up to, but not including, the applicable Settlement Date (“Accrued Interest”) will be paid in cash on all validly tendered Notes accepted for purchase in the Tender Offers. The Company may elect to pay the purchase price plus applicable Accrued Interest for Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase following the Early Tender Deadline but prior to the Final Settlement Date (as defined below) (such date, an “Early Settlement Date”). If the Company elects to have an Early Settlement Date, it will accept up to the Maximum Amount of Notes validly tendered (subject to proration) at or prior to the Early Tender Deadline. If the Company elects to have an Early Settlement Date, the Company expects such Early Settlement Date to be the third business day after the Early Tender Deadline. The purchase price plus applicable Accrued Interest for Notes that are validly tendered before the Expiration Date and accepted for purchase that are not purchased on an Early Settlement Date will be paid by the Company in same day funds promptly following the
2
Expiration Date (the “Final Settlement Date”). The Company expects that the Final Settlement Date will be the third business day after the Expiration Date, assuming Notes representing an aggregate principal amount that will result in an Aggregate Purchase Price equal to the Maximum Amount are not purchased on an Early Settlement Date. No tenders will be valid if submitted after the Expiration Date. If Notes are validly tendered and not validly withdrawn having an aggregate principal amount that will result in an Aggregate Purchase Price equal to or greater than the Maximum Amount as of the Early Tender Deadline, Holders who validly tender Notes after the Early Tender Deadline but on or before the Expiration Date will not have any of their Notes accepted for purchase. Holders of Notes subject to the Tender Offers who validly tender their Notes on or before the Early Tender Deadline may not withdraw their Notes after 5:00 p.m., New York City time, on June 15, 2026, unless extended (such date and time, as the same may be extended, the “Withdrawal Deadline”), except in the limited circumstances described in the Offer to Purchase. Holders of Notes subject to the Tender Offers who validly tender their Notes after the Withdrawal Deadline but on or before the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.
Accordingly, all 2043 Notes having an Acceptance Priority Level 1 validly tendered at or before the Early Tender Deadline will be accepted before any 2046 Notes having a lower Acceptance Priority Level 2 tendered at or before the applicable Early Tender Deadline are accepted in the Tender Offers, and all 2043 Notes validly tendered after the Early Tender Deadline will be accepted before any 2046 Notes tendered after the Early Tender Deadline having a lower Acceptance Priority Level are accepted in the Tender Offers. If the aggregate principal amount of 2043 Notes validly tendered at or before the Early Tender Deadline results in an Aggregate Purchase Price that equals or exceeds the Maximum Amount, the Offerors will not accept for purchase any 2046 Notes tendered (either before or after the Early Tender Deadline) unless the Maximum Amount is increased. Any Notes tendered on or prior to the Early Tender Deadline and accepted for purchase will be accepted on a prorated basis up to the Maximum Amount (subject to rounding down to nearest $1,000 principal amount of Notes). However, if the Aggregate Purchase Price of the 2043 Notes validly tendered and not validly withdrawn is less than the Maximum Amount as of the Early Tender Deadline, any 2046 Notes validly tendered and not validly withdrawn before the Early Tender Deadline will be accepted on a prorated basis up to the Maximum Amount (subject to rounding down to the nearest $1,000 principal amount of Notes), even if 2043 Notes tendered after the Early Tender Deadline have a higher Acceptance Priority Level than 2046 Notes validly tendered and not validly withdrawn before the Early Tender Deadline.
From time to time, the Offerors, the Company or any of their respective affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender offers or otherwise, or may redeem Notes pursuant to the terms of the applicable indenture governing a Series of Notes. Any future purchases or redemptions may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offers. Any future purchases by the Offerors, the Company or any of their respective affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Offerors, the Company or any of their respective affiliates may choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes that remain outstanding after the consummation or termination of the Tender Offer.
Notwithstanding any other provision of the Tender Offers, the Offerors will not be obligated to accept for purchase, and pay for, validly tendered Notes of any Series pursuant to the Tender
3
Offers if the General Conditions and the Financing Condition have not been satisfied, or waived by the Offeror, with respect to such Series of Notes.
Wells Fargo Securities, LLC and BofA Securities, Inc. are serving as Dealer Managers for the Tender Offers. Global Bondholder Services Corporation is the Tender and Information Agent. Persons with questions regarding the Tender Offers should contact Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or at (704) 410-4820 (collect) or BofA Securities, Inc. at (888) 292-0070 (toll-free) or at (980) 388-0539 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 (banks and brokers) or (855) 654-2015 (toll-free), in writing at 65 Broadway – Suite 404, New York, New York 10066 or by email at contact@gbsc-usa.com.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offers are made only by the Offer to Purchase and the information in this press release is qualified by reference to the Offer to Purchase. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Offerors, Company, their respective board of directors or managers, the Dealer Managers, the Tender and Information Agent or the trustees with respect to any Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers, and none of the Offerors, the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
About Arch Capital Group Ltd.
Arch Capital Group Ltd. (Nasdaq: ACGL) is a publicly listed Bermuda exempted company with approximately $26.9 billion in capital at March 31, 2026. Arch, which is part of the S&P 500 Index, provides insurance, reinsurance and mortgage insurance on a worldwide basis through its wholly owned subsidiaries.
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward−looking statements. This release or any other written or oral statements made by or on behalf of Arch Capital Group Ltd. and its subsidiaries may include forward−looking statements, which reflect the Company’s current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this release are forward−looking statements.
Forward−looking statements can generally be identified by the use of forward−looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or their negative or variations or similar terminology. Forward−looking statements involve the Company’s current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: adverse general economic and market conditions; increased competition; pricing and policy term trends; fluctuations in the actions of rating agencies and the Company’s ability to maintain and improve its ratings; investment performance; the loss of key personnel; the adequacy of the Company’s loss reserves, severity and/or frequency of losses, greater than expected loss ratios and adverse development on
4
claim and/or claim expense liabilities; greater frequency or severity of unpredictable natural and man-made catastrophic events, including the effect of contagious diseases on our business; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in the United States or elsewhere; statutory or regulatory developments, including as to tax matters and insurance and other regulatory matters; ability to successfully integrate, establish and maintain operating procedures as well as integrate the businesses the Company has acquired or may acquire into the existing operations; changes in accounting principles or policies; material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements; availability and cost to the Company of reinsurance to manage our gross and net exposures; the failure of others to meet their obligations to the Company; an incident, disruption in operations or other cyber event caused by cyber attacks, the use of artificial intelligence technologies or other technology on the Company’s systems or those of the Company’s business partners and service providers, which could negatively impact the Company’s business and/or expose the Company to litigation; and the other matters set forth under ITEM 1A “Risk Factors”, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of our 2025 10-K, as well as the other factors set forth in our other documents on file with the SEC, and management’s response to any of the aforementioned factors.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. All subsequent written and oral forward−looking statements attributable to us or persons acting on the Company’s behalf are expressly qualified in their entirety by these cautionary statements. The Company’s forward-looking statements speak only as of the date of this press release or as of the date they are made, and the Company undertakes no obligation to publicly update or revise any forward−looking statement, whether as a result of new information, future events or otherwise.
###
Source: | Arch Capital Group Ltd. | ||||
arch-corporate | |||||
Media Contact: | Greg Hare — ghare@archgroup.com | ||||
5
FAQ
What debt securities is Arch Capital Group Ltd. (ACGL) targeting in its 2026 tender offers?
Arch is targeting its subsidiaries’ 5.144% Senior Notes due 2043 and 5.031% Senior Notes due 2046. The company plans to purchase these notes for cash, subject to a combined aggregate purchase price cap of $350,000,000 under specified priority levels.
What is the maximum amount Arch Capital (ACGL) will spend in the debt tender offers?
Arch set a maximum aggregate purchase price of $350,000,000 for the tender offers. This cap covers both note series combined, with purchases allocated by acceptance priority and subject to proration if tenders exceed the capped amount at key deadlines.
What are the key dates for Arch Capital Group Ltd. (ACGL) 2026 tender offers?
The early tender and withdrawal deadline is 5:00 p.m. New York City time on June 15, 2026. The offers expire at 5:00 p.m. New York City time on July 1, 2026, with pricing set on the business day after the early deadline, subject to extension.
What conditions must be met for Arch Capital’s (ACGL) tender offers to be completed?
Completion of the tender offers is subject to general conditions and a Financing Condition. The Financing Condition requires Arch to consummate an offering of one or more series of new notes on or before the relevant settlement date for the purchased securities.
How large is Arch Capital Group Ltd. (ACGL) relative to the $350M tender cap?
Arch reports approximately $26.9 billion in capital as of March 31, 2026. Compared with this capital base, the $350,000,000 maximum aggregate purchase price for the tender offers represents a relatively small portion of the company’s overall financial resources.