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Mitsui Sumitomo lifts W.R. Berkley (WRB) stake via Rule 10b5-1 buys

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Mitsui Sumitomo Insurance Co., Ltd. (MSI), a 10% owner of W.R. Berkley Corporation, reported multiple open-market purchases of the company’s common stock from February 9 to 11, 2026. The trades were executed under a Rule 10b5-1 purchase plan adopted on October 3, 2025.

MSI bought several blocks of shares, including 35,952 shares at a weighted average price of $69.2744 and 11,163 shares at $71.4493 per share, at prices calculated as weighted averages over multiple trades. Following the reported transactions, MSI directly held 56,556,652 shares of W.R. Berkley common stock. MS&AD Insurance Group Holdings, Inc., MSI’s parent, may be deemed to beneficially own these securities but expressly disclaims beneficial ownership except to the extent of its pecuniary interest.

Positive

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Negative

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Insider MITSUI SUMITOMO INSURANCE CO LTD, MS&AD Insurance Group Holdings, Inc.
Role 10% Owner | 10% Owner
Bought 97,996 shs ($6.83M)
Type Security Shares Price Value
Purchase Common Stock 9,289 $69.5877 $646K
Purchase Common Stock 3,578 $70.5048 $252K
Purchase Common Stock 11,163 $71.4493 $798K
Purchase Common Stock 21,884 $69.0872 $1.51M
Purchase Common Stock 12,082 $69.9211 $845K
Purchase Common Stock 35,952 $69.2744 $2.49M
Purchase Common Stock 4,048 $70.3195 $285K
Holdings After Transaction: Common Stock — 56,541,911 shares (Direct)
Footnotes (1)
  1. The purchases reported on this Form 4 were effected pursuant to a Rule 10b5-1 purchase plan, adopted October 3, 2025. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $69.0015 to $69.9972. The Reporting Persons undertake to provide to W.R. Berkley Corporation (the "Issuer"), any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote and in footnotes 4, 5, 6, 7, 8 and 9. The shares are held directly by Mitsui Sumitomo Insurance Co., Ltd. ("MSI"). Because MSI is a wholly-owned subsidiary of MS&AD Insurance Group Holdings, Inc. ("MS&AD"), MS&AD may be deemed to beneficially own the reported securities. MS&AD expressly disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.0059 to $70.925. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $68.53 to $69.505. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $69.5057 to $70.185. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $69.28 to $69.9981. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.00 to $70.9925. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.0043 to $71.635.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MITSUI SUMITOMO INSURANCE CO LTD
(Last) (First) (Middle)
9, KANDA-SURUGADAI 3-CHOME, CHIYODA-KU
(Street)
TOKYO M0
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BERKLEY W R CORP [ WRB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2026 P(1) 35,952 A $69.2744(2) 56,494,608 D(3)
Common Stock 02/09/2026 P(1) 4,048 A $70.3195(4) 56,498,656 D(3)
Common Stock 02/10/2026 P(1) 21,884 A $69.0872(5) 56,520,540 D(3)
Common Stock 02/10/2026 P(1) 12,082 A $69.9211(6) 56,532,622 D(3)
Common Stock 02/11/2026 P(1) 9,289 A $69.5877(7) 56,541,911 D(3)
Common Stock 02/11/2026 P(1) 3,578 A $70.5048(8) 56,545,489 D(3)
Common Stock 02/11/2026 P(1) 11,163 A $71.4493(9) 56,556,652 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MITSUI SUMITOMO INSURANCE CO LTD
(Last) (First) (Middle)
9, KANDA-SURUGADAI 3-CHOME, CHIYODA-KU
(Street)
TOKYO M0
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MS&AD Insurance Group Holdings, Inc.
(Last) (First) (Middle)
TOKYO SUMITOMO TWIN BUILDING WEST TOWER,
27-2, SHINKAWA 2-CHOME, CHUO-KU,
(Street)
TOKYO M0
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The purchases reported on this Form 4 were effected pursuant to a Rule 10b5-1 purchase plan, adopted October 3, 2025.
2. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $69.0015 to $69.9972. The Reporting Persons undertake to provide to W.R. Berkley Corporation (the "Issuer"), any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote and in footnotes 4, 5, 6, 7, 8 and 9.
3. The shares are held directly by Mitsui Sumitomo Insurance Co., Ltd. ("MSI"). Because MSI is a wholly-owned subsidiary of MS&AD Insurance Group Holdings, Inc. ("MS&AD"), MS&AD may be deemed to beneficially own the reported securities. MS&AD expressly disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.
4. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.0059 to $70.925.
5. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $68.53 to $69.505.
6. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $69.5057 to $70.185.
7. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $69.28 to $69.9981.
8. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.00 to $70.9925.
9. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.0043 to $71.635.
Remarks:
MSI, the Issuer and WR Berkley & Others LLC ("WRBO") are party to certain agreements described in, and filed as exhibits to, the Reporting Persons' Schedule 13D filed with the U.S. Securities and Exchange Commission on December 11, 2025. The Reporting Persons disclaim beneficial ownership of the securities of the Issuer owned by WRBO and disclaim that the Reporting Persons and WRBO constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended.
MITSUI SUMITOMO INSURANCE CO., LTD., By: /s/ Hironori Morimoto, Name: Hironori Morimoto, Title: Authorized Signatory 02/11/2026
MS&AD INSURANCE GROUP HOLDINGS, INC., By: /s/ Hironori Morimoto, Name: Hironori Morimoto, Title: Authorized Signatory 02/11/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider activity at WRB is reported in this Form 4?

The filing reports that Mitsui Sumitomo Insurance Co., Ltd. bought multiple blocks of W.R. Berkley common stock in open-market transactions over February 9–11, 2026, increasing its directly held position to 56,556,652 shares after the reported trades.

Who are the reporting persons in the WRB Form 4 filing?

The reporting persons are Mitsui Sumitomo Insurance Co., Ltd. (MSI) and its parent, MS&AD Insurance Group Holdings, Inc. Both are listed as 10% owners of W.R. Berkley Corporation in the filing and report the same series of common stock purchases.

How many WRB shares did Mitsui Sumitomo hold after the transactions?

After the reported purchases, Mitsui Sumitomo Insurance Co., Ltd. directly held 56,556,652 shares of W.R. Berkley common stock. This figure reflects the balance following the final open-market transaction disclosed for February 11, 2026, in the Form 4 table.

At what prices did Mitsui Sumitomo buy W.R. Berkley (WRB) shares?

The company purchased W.R. Berkley common stock at several weighted average prices, including $69.2744, $70.3195, $69.0872, $69.9211, $69.5877, $70.5048 and $71.4493 per share. Each figure represents an average across multiple trades within a specified intraday price range.

Was the WRB insider buying done under a Rule 10b5-1 plan?

Yes. The filing states that the purchases were effected under a Rule 10b5-1 purchase plan adopted on October 3, 2025. Such plans allow pre-arranged trading, helping insiders transact shares according to preset instructions rather than discretionary timing decisions.

How does MS&AD Insurance Group describe its ownership of WRB shares?

MS&AD Insurance Group Holdings, Inc. is MSI’s parent and may be deemed to beneficially own the reported W.R. Berkley securities. However, MS&AD expressly disclaims beneficial ownership of the shares, except to the extent of its pecuniary interest as described in the footnotes.