[8-K] EVEREST GROUP, LTD. Reports Material Event

Rhea-AI Filing Summary

Everest Group, Ltd. announced a planned finance leadership transition. Elias Habayeb will join as Executive Vice President and Group Chief Financial Officer, effective on or about May 1, 2026. He currently serves as Executive Vice President and Chief Financial Officer of Corebridge Financial and previously held senior finance roles at AIG, International Lease Finance Corporation and Deloitte.

Under his employment agreement, Mr. Habayeb will receive a base salary of $910,000, with a target annual bonus of 175% of salary and target equity awards equal to 275% of salary under the 2020 Stock Incentive Plan. He will also receive sign-on cash awards totaling up to $3.3 million tied to forfeited Corebridge compensation, subject to clawback and service conditions, plus two one-time RSU grants with target values of $4.9 million and $2.5 million, respectively, subject to Compensation Committee approval.

After Everest’s first quarter 2026 reporting cycle, current Executive Vice President and Chief Financial Officer Mark Kociancic will retire from his role and remain as a special advisor during a transition period.

Insights

Corporate governance and compensation analyst

Everest Group discloses a structured CFO succession with sizable but typical large-cap pay.

Everest Group is planning an orderly handover of its finance function, bringing in Elias Habayeb as Executive Vice President and Group Chief Financial Officer on or about May 1, 2026, while current CFO Mark Kociancic retires after the first quarter 2026 reporting cycle and then serves as a special advisor. This overlapping period can help preserve continuity in financial reporting and capital markets communication.

The compensation package combines fixed pay with performance-linked incentives. Mr. Habayeb’s base salary of $910,000 is paired with a target annual incentive of 175% of salary and equity awards targeting 275% of salary, aligning a large portion of his potential compensation with annual results and share-based performance under the 2020 Stock Incentive Plan.

Everest is also making Mr. Habayeb whole for forfeited Corebridge awards through sign-on cash of up to $3.3 million and RSU grants with target values of $4.9 million and $2.5 million. These awards are subject to clawback or forfeiture conditions and Compensation Committee approval, which can help balance retention objectives with governance over payout terms.

FALSE000109507300010950732025-11-172025-11-17

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)

November 20, 2025 (November 17, 2025)

Everest Group, Ltd.

(Exact name of registrant as specified in its charter)

Bermuda			1-15731			98-0365432
(State or other jurisdiction			(Commission			(IRS Employer
of incorporation)			File Number)			Identification No.)
Seon Place – 4th Floor 141 Front Street PO Box HM 845 Hamilton, Bermuda						HM 19
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code 441-295-0006

Not Applicable

(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 Act:

Class

Trading Symbol(s)

Name of Exchange where registered

Common Shares, $0.01 par value

EG

New York Stock Exchange

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 12(a) of the Exchange Act. ☐

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of New Executive Vice President and Chief Financial Officer - Elias Habayeb

On November 20, 2025, Everest Group, Ltd. (the "Company") announced that Elias Habayeb will join the Company as Executive Vice President and Group Chief Financial Officer, effective on or about May 1, 2026 (the "Commencement Date").

Mr. Habayeb, age 53, has served as Executive Vice President and Chief Financial Officer of Corebridge Financial ("Corebridge"), a provider of retirement solutions and insurance products, since September 2022. Prior to his tenure at Corebridge, he served in various senior roles at American International Group ("AIG"), a leading global insurance organization, including Chief Financial Officer of the Life & Retirement business, Chief Financial Officer of the General Insurance business and AIG's Deputy Chief Financial Officer and Chief Accounting Officer starting in 2015. His previous roles included Chief Financial Officer of International Lease Finance Corporation and as a partner at Deloitte & Touche LLP.

In connection with Mr. Habayeb's appointment, the Company and Mr. Habayeb entered into an employment agreement (the "Employment Agreement"). Pursuant to the Employment Agreement, Mr. Habayeb will receive an annual base salary (the "Base Salary") of $910,000. He will be eligible to participate in (i) the Company's annual incentive bonus program with a target annual incentive bonus value of 175% of Base Salary, and (ii) the Company's 2020 Stock Incentive plan with a target value for equity compensation of 275% of Base Salary.

Under the Employment Agreement, Mr. Habayeb will receive certain sign-on cash payments (the "Sign-On Cash Awards"). In recognition of his forfeiture of Corebridge equity grants scheduled to vest in 2027, he will receive a cash payment of $500,000 within thirty days of the first anniversary of the Commencement Date. Additionally, Mr. Habayeb will receive a cash payment of $1.5 million as compensation for the anticipated forfeiture of equity grants scheduled to vest in 2026 (the "2026 Vesting Replacement") and $1.3 million as compensation for potential forfeiture of a bonus award in 2026 (the "2025 Bonus Replacement"). The 2026 Vesting Replacement and 2025 Bonus Replacement will be paid within sixty days of the Commencement Date (subject to non-payment or clawback in the event that Mr. Habayeb receives related equity or bonus payments of equal or greater value from Corebridge). The Sign-On Cash Awards will be subject to forfeit or repayment upon resignation or notice of resignation without good reason or termination for cause within two years of the Commencement Date.

Subject to approval by the Compensation Committee of the Company's Board and Mr. Habayeb starting his new role on the Commencement Date, he will receive (i) a one-time sign-on retention grant of restricted stock units ("RSUs") with a target value of $4.9 million with the same vesting and other terms applicable to the RSU grants made to the Company's named executive officers in 2025, and (ii) a one-time grant of RSUs with a target value of $2.5 million with the same vesting and other terms that will be applicable to the RSUs to be awarded to the Company's named executive officers in 2026.

Mr. Habayeb will be eligible to participate the employer benefit plans and retirement plans available to the Company's senior executives.

Departure of Executive Vice President and Chief Financial Officer - Mark Kociancic

In connection with the foregoing, after the Company's first quarter 2026 reporting cycle is completed, Mark Kociancic will retire from his position as the Company's Executive Vice President and Chief Financial Officer. He will remain with the Company as a special advisor through a transition period.

A copy of the press release issued by the Company today regarding the above events is attached hereto as Exhibit 99.1.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)			Exhibits
			Exhibit No.						Description
			99.1						News Release of the Company dated November 20, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						EVEREST GROUP, LTD.
			By:			/s/ ROBERT FREILING
						Robert Freiling
						Senior Vice President and Chief Accounting Officer

Dated: November 20, 2025

EXHIBIT INDEX

Exhibit Number						Description of Document
99.1						News Release of the Company, dated November 20, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document

FAQ

Who is the new Chief Financial Officer of Everest Group (EG)?

Everest Group announced that Elias Habayeb will join as Executive Vice President and Group Chief Financial Officer, effective on or about May 1, 2026.

What is the compensation package for Everest Group’s new CFO Elias Habayeb?

Mr. Habayeb will receive a $910,000 base salary, a target annual bonus of 175% of salary and target equity awards of 275% of salary under the 2020 Stock Incentive Plan.

What sign-on bonuses will Elias Habayeb receive from Everest Group (EG)?

He will receive sign-on cash awards including $500,000 after the first anniversary of his start date, $1.5 million for forfeited 2026 equity and $1.3 million for a 2025 bonus replacement, subject to clawback and service conditions.

What equity grants will Everest Group provide to the new CFO?

Subject to Compensation Committee approval, Mr. Habayeb will receive a one-time retention RSU grant with a target value of $4.9 million and a separate one-time RSU grant with a target value of $2.5 million, with vesting terms aligned to grants for named executive officers.

When will current Everest Group CFO Mark Kociancic retire?

After Everest Group’s first quarter 2026 reporting cycle is completed, Mark Kociancic will retire from his role as Executive Vice President and Chief Financial Officer and then serve as a special advisor during a transition period.

Will the new CFO of Everest Group participate in company benefit plans?

Yes. The filing states that Mr. Habayeb will be eligible to participate in the employer benefit plans and retirement plans available to the Company’s senior executives.