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  4. [Form 4] BERKLEY W R CORP Insider Trading Activity

Mitsui Sumitomo adds W.R. Berkley (NYSE: WRB) shares under 10b5-1 plan

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

Rhea-AI Filing Summary

Mitsui Sumitomo Insurance Co., Ltd. (MSI), a 10% owner of W.R. Berkley Corporation, reported a series of open-market purchases of common stock on February 12–13, 2026 under a pre-arranged Rule 10b5-1 purchase plan adopted on October 3, 2025.

MSI bought multiple blocks of shares on those dates at weighted average prices, with transaction price ranges between $69.3373 and $73.0501. Following these trades, MSI directly held 56,596,652 shares of W.R. Berkley common stock. MS&AD Insurance Group Holdings, Inc. may be deemed to beneficially own these securities through MSI but expressly disclaims beneficial ownership except to the extent of its pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider MITSUI SUMITOMO INSURANCE CO LTD, MS&AD Insurance Group Holdings, Inc.
Role 10% Owner | 10% Owner
Bought 40,000 shs ($2.84M)
Type Security Shares Price Value
Purchase Common Stock 15,406 $69.7349 $1.07M
Purchase Common Stock 4,314 $70.2977 $303K
Purchase Common Stock 280 $71.184 $20K
Purchase Common Stock 17,599 $71.8808 $1.27M
Purchase Common Stock 2,401 $72.7573 $175K
Holdings After Transaction: Common Stock — 56,592,058 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 $71.4623 to $72.46. 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 and7. 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 $72.465 to $73.0501. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $69.3373 to $69.9996. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.00 to $70.9521. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.0038 to $71.5014.
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)
02/12/2026
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 02/12/2026 P(1) 17,599 A $71.8808(2) 56,574,251 D(3)
Common Stock 02/12/2026 P(1) 2,401 A $72.7573(4) 56,576,652 D(3)
Common Stock 02/13/2026 P(1) 15,406 A $69.7349(5) 56,592,058 D(3)
Common Stock 02/13/2026 P(1) 4,314 A $70.2977(6) 56,596,372 D(3)
Common Stock 02/13/2026 P(1) 280 A $71.184(7) 56,596,652 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 $71.4623 to $72.46. 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 and7.
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 $72.465 to $73.0501.
5. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $69.3373 to $69.9996.
6. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.00 to $70.9521.
7. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.0038 to $71.5014.
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 02/13/2026
MS&AD INSURANCE GROUP HOLDINGS, INC., By: /s/ Hironori Morimoto, Name: Hironori Morimoto, Title: Authorized Signatory 02/13/2026
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did WRB report in this Form 4 filing?

The filing reports that Mitsui Sumitomo Insurance Co., Ltd. made multiple open-market purchases of W.R. Berkley common stock on February 12–13, 2026 under a Rule 10b5-1 plan, increasing its direct holdings to 56,596,652 shares after the last reported transaction.

Who are the reporting persons in the W.R. Berkley (WRB) Form 4?

The reporting persons are Mitsui Sumitomo Insurance Co., Ltd. and its parent, MS&AD Insurance Group Holdings, Inc. MSI directly holds the W.R. Berkley shares. MS&AD may be deemed to beneficially own them through MSI but expressly disclaims beneficial ownership except for its pecuniary interest.

Were the WRB insider share purchases made under a Rule 10b5-1 plan?

Yes. The purchases reported were effected under a Rule 10b5-1 purchase plan adopted on October 3, 2025. Such plans allow trades to be pre-scheduled, helping insiders systematically buy or sell shares according to pre-set instructions, independent of later material nonpublic information.

What prices did Mitsui Sumitomo pay for W.R. Berkley (WRB) shares?

Each reported line shows a weighted average price, with shares bought in multiple trades. The disclosed price ranges span from $69.3373 to $73.0501 per share, with the company offering to provide detailed breakdowns of shares purchased at each price within these ranges upon request.

How many W.R. Berkley shares did Mitsui Sumitomo own after these trades?

After the final reported purchase on February 13, 2026, Mitsui Sumitomo Insurance Co., Ltd. directly owned 56,596,652 shares of W.R. Berkley common stock. This reflects cumulative ownership following all the individual open-market transactions detailed in the Form 4 table.

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

MS&AD Insurance Group Holdings, Inc. states that, because Mitsui Sumitomo Insurance is its wholly owned subsidiary, it may be deemed to beneficially own the reported W.R. Berkley securities. However, MS&AD expressly disclaims beneficial ownership, except to the extent of its pecuniary interest in those shares.