[8-K] SiriusPoint Ltd. Reports Material Event

Rhea-AI Filing Summary

Form 144 filed for Arteris, Inc. (AIP) discloses that insider Nicholas Hawkins plans to sell 11,276 common shares on 5 Aug 2025 through Morgan Stanley Smith Barney. The shares are valued at $106,558, implying an estimated price of roughly $9.46 each. Arteris has 41.98 million shares outstanding, so the proposed sale equals ~0.03 % of the float.

The filing also details the insider’s trading activity over the prior three months: 60,324 shares have already been sold under a Rule 10b5-1 plan, generating about $488 k in gross proceeds. These prior disposals occurred on 13 separate dates between 8 May 2025 and 1 Aug 2025, with individual block sizes ranging from 438 to 11,000 shares.

All shares being sold were acquired via stock-option exercises on 18 Oct 2021 and paid for in cash. The signer certifies no undisclosed material adverse information. While the absolute number of shares is small relative to Arteris’s capitalization, the steady cadence of insider selling may draw investor attention to management’s sentiment and share-based compensation practices.

Positive

• Rule 10b5-1 plan mitigates concerns about trading on non-public information
• Sale size is only ~0.03 % of shares outstanding, posing negligible dilution or market impact

Negative

• Continued insider selling (>60 k shares in past 3 months plus new 11 k notice) may signal limited insider confidence
• Aggregate proceeds ~$0.6 M in a short window could pressure sentiment in the absence of offsetting insider buys

Insights

Corporate Governance Expert

TL;DR: Multiple 10b5-1 sales and new Form 144 indicate ongoing insider monetization, mildly negative for sentiment.

The filing signals continued disposal of shares by Nicholas Hawkins. Although Rule 10b5-1 plans reduce the risk of information asymmetry, the cumulative sale of >60 k shares in three months plus a fresh 11 k-share notice may be interpreted as waning insider confidence or simple diversification. The amount is immaterial to the float, but frequent filings keep insider-selling headlines alive, which can pressure the stock in low-liquidity periods. No red flags regarding undisclosed adverse information are claimed.

Portfolio Manager

TL;DR: Transaction is immaterial to fundamentals; treat as neutral unless insider selling trend accelerates.

At 0.03 % of outstanding shares and ~$0.1 M value, this planned sale will not affect supply-demand dynamics. Arteris trades millions of dollars daily, so execution risk is minimal. Investors should monitor if other executives follow suit or if Hawkins’s remaining holdings shrink materially. Absent macro context or earnings data, the event is not impactful to valuation models but could weigh on short-term sentiment.

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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

Date of Report (Date of Earliest Event Reported): July 30, 2025

SIRIUSPOINT LTD.

(Exact name of registrant as specified in its charter)

Bermuda		001-36052		98-1599372
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Point Building

3 Waterloo Lane

Pembroke HM 08 Bermuda

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: +1 441 542-3300

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:

☐ 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:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Shares, $0.10 par value		SPNT		New York Stock Exchange
8.00% Resettable Fixed Rate Preference Shares, Series B, $0.10 par value, $25.00 liquidation preference per share		SPNT PB		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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

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

Adoption of SiriusPoint Ltd. Executive Severance Plan

On July 30, 2025, SiriusPoint Ltd. (the “Company”) adopted an Executive Severance Plan (the “Plan”), which will provide severance payments and benefits to eligible employees of the Company (“Participants”) in connection with certain terminations of employment. The Plan was approved by the Company’s board of directors on July 30, 2025 and has an effective date of August 1, 2025.

The Plan provides severance benefits to two different groups: a group of executives listed by title in the Plan, which includes the Company’s officers and executive officers, and a group of eligible employees selected by the Company to participate in the Plan.

Executive Benefits. Under the Plan, if a specified executive Participant is terminated by the Company without cause or if the Participant voluntarily resigns from the Company for Good Reason (as defined in the Plan), signs a release agreement, returns all Company property, and abides by all applicable restrictive covenants, the Participant would be entitled to the following benefits: (i) a lump sum payment equal to fifty two (52) weeks of base pay (the “Basic Severance”); (ii) either a lump sum payment equal to the prior year’s short-term incentive plan payout (based on annual incentive target) if the Participant is terminated on or before March 31^st (the “Prior Year Incentive”), or a lump sum payment equal to a pro-rated portion of the current year’s projected annual incentive target based on the number of days worked during the year if the Participant is terminated on or after April 1^st; (iii) full vesting of any cash bonus unless the terms of the award provide otherwise; (iv) and a lump sum payment equal to the amount of premiums the Company would have paid for medical, dental and vision benefits for the Participant given the Participant’s current elections for the 52-week severance period. If a Participant is entitled to greater severance benefits in the aggregate under an employment or severance agreement, the Participant will be entitled to receive those benefits in lieu of benefits under the Plan, considering only the Participant’s severance payments related to base pay, short-term incentive payments, cash bonus payments, COBRA benefits and the value of any vesting of equity compensation.

Enhanced Change in Control Benefits. If the separation described in the preceding paragraph occurs within a twelve-month period following a change in control, the Participant would be entitled to enhanced severance consisting of 150% of the Participant’s Basic Severance and 150% of the Prior Year Incentive set forth in the preceding paragraph. If a Participant is entitled to greater severance benefits in the aggregate under an employment or severance agreement, the Participant will be entitled to receive those benefits in lieu of benefits under the Plan, considering only the Participant’s severance payments related to base pay, short-term incentive payments, cash bonus payments, COBRA benefits and the value of any vesting of equity compensation.

For purposes of the Plan, a change in control includes: (i) the acquisition by a third party of more than 50% of the Company’s voting securities; (ii) the sale, transfer, or other disposition of all or substantially all of the assets of the Company and any subsidiaries to a third party that is not an affiliate immediately prior to such sale, transfer, or other disposition; or (iii) the replacement of a majority of the Company’s board of directors during any 24-month period.

Benefits for Other Eligible Participants. Other eligible Participants who are terminated by the Company without cause or who voluntarily resign from the Company for Good Reason, sign a release agreement, return all Company property, and abide by all applicable restrictive covenants, are entitled to the following benefits: (i) a lump sum payment equal to two weeks of base pay for each year of service, with a minimum of 6 months and a maximum of 52 weeks of base pay; (ii) either a lump sum payment equal to the prior year’s short-term incentive plan payout (based on annual incentive target) if the Participant is terminated on or before March 31st or a lump sum payment equal to a pro-rated portion of the current year’s projected annual incentive target based on the number of days worked during the year if the Participant is terminated on or after April 1^st; (iii) full vesting of any cash bonus unless the terms of the award provide otherwise; (iv) and a lump sum payment equal to the amount of premiums the Company would have paid for medical, dental and vision benefits for the Participant given the Participant’s current elections during the severance period (between 6 months and 52 weeks). If a Participant is entitled to greater severance benefits in the aggregate under an employment or severance agreement, the Participant will be entitled to receive those benefits in lieu of benefits under the Plan, considering only the Participant’s severance payments related to base pay, short-term incentive payments, cash bonus payments, COBRA benefits and the value of any vesting of equity compensation.

Equity. In addition, all Participants may receive the following benefits related to any outstanding equity awards: (i) a pro-rated number of performance restricted share units may vest based on the number of days the Participant worked during the performance period and multiplied by a severance performance multiplier as set forth in the award agreement; (ii) a pro-rated number of restricted share units may vest; (iii) vested options shall become exercisable until the earlier of 3 years from the termination date or 10 years from the grant date (or 5 years from the grant date, in the case of incentive stock options granted to a 10% shareholder); and (iv) outstanding, vested Buy-out Equity Awards (as defined in the Plan) shall be 100% vested at the termination date with an assumed performance multiplier set at 100%.

The foregoing description of the Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Plan, which is attached as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		SiriusPoint Ltd. Executive Severance Plan and Summary Plan Description.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Date: August 5, 2025				/s/ Linda Lin
				Name:		Linda Lin
				Title:		Chief Legal Officer and Corporate Secretary

FAQ

How many Arteris (AIP) shares are planned for sale in this Form 144?

The filing covers 11,276 common shares scheduled for sale on 5 Aug 2025.

What is the estimated value of the planned insider sale?

At an implied price of ~$9.46, the sale is valued at about $106,558.

How much has the insider already sold in the past 3 months?

Nicholas Hawkins sold 60,324 shares between 8 May 2025 and 1 Aug 2025, raising roughly $488 k.

Does the sale rely on a Rule 10b5-1 trading plan?

Yes. The prior sales and the new notice reference a 10b5-1 plan for pre-arranged trades.

What percentage of Arteris’s outstanding shares does the new sale represent?

Approximately 0.03 % of the 41.98 million shares outstanding.

Were the shares purchased or option-derived?

All shares were acquired through stock-option exercises on 18 Oct 2021 and paid for in cash.