W.R. Berkley Insider Report: 16,126 RSUs Vest; 717 Shares Withheld for Taxes

Rhea-AI Filing Summary

Lucille T. Sgaglione, Executive Vice President of W. R. Berkley Corporation (WRB), reported insider transactions dated 08/15/2025. The filing shows 16,126 shares were acquired representing the vesting of performance-based restricted stock units (RSUs) granted in 2020, 2021 and 2022 for the three-year performance period ending June 30, 2025 (6,396; 5,549; and 4,181 shares respectively). To satisfy tax withholding on the vesting, 717 shares were withheld and disposed at a price of $71.235 per share. After these transactions, Ms. Sgaglione beneficially owned 241,036 shares directly and additionally had 8,748 shares indirectly through the employee stock purchase plan (ESPP). The report reflects routine equity compensation settlement rather than a purchase or sale for investment purposes.

Positive

• 16,126 shares vested from performance-based RSUs, reflecting achievement of the relevant performance period
• Insider retains substantial direct ownership (241,036 shares) indicating continued equity alignment
• No derivative or opportunistic market sales reported — only tax-withholding disposition

Negative

• None.

Insights

Executive Compensation Analyst

TL;DR: Vesting of multi-year performance RSUs increased direct holdings while standard tax-withholding reduced delivered shares.

The transaction reflects the scheduled vesting of performance-based RSUs from grants made in 2020, 2021 and 2022 for the three-year performance period ending June 30, 2025, totaling 16,126 shares. Withholding of 717 shares to satisfy tax obligations is a customary settlement method and does not represent a market sale driven by liquidity needs. Net effect is an increase in vested equity retained in deferred form and maintained alignment with shareholder interests. This is a routine, non-disruptive compensation settlement.

Securities/Internal Reporting Analyst

TL;DR: Form 4 discloses routine compensation-related issuance and withholding; no novel securities events or derivative activity reported.

The filing shows only non-derivative transactions: an acquisition via vesting (code A) and a withholding disposition for taxes (code F) at $71.235 per share. There are no option exercises, sales to third parties, or newly issued derivative instruments listed. Beneficial ownership is reported as 241,036 shares direct and 8,748 indirect (ESPP). From a disclosure and market-impact perspective, this is standard insider reporting with limited material market implications.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Sgaglione Lucille T

(Last) (First) (Middle)

W. R. BERKLEY CORPORATION

475 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	08/15/2025		A		16,126(1)	A	$0	241,753	D
Common Stock	08/15/2025		F		717(2)	D	$71.235	241,036(3)	D
Common Stock								8,748	I	By ESPP

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

Explanation of Responses:

1. Represents the vesting of tranches of performance-based restricted stock units ("RSUs") granted in 2020, 2021 and 2022 under the W. R. Berkley Corporation 2018 Stock Incentive Plan for the three-year performance period ending June 30, 2025 (consisting of 6,396 shares; 5,549 shares; and 4,181 shares, respectively).

2. Represents payment of tax liability by withholding securities incident to the vesting of RSUs.

3. Represents shares of common stock underlying RSUs, all of which have vested (the receipt of which has been deferred) and does not include unvested shares of common stock underlying performance-based RSUs.

	Lucille T. Sgaglione	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Lucille T. Sgaglione report on Form 4 for WRB?

She reported the vesting of 16,126 performance-based RSUs and the withholding/disposition of 717 shares to cover taxes.

How many shares does Lucille T. Sgaglione beneficially own after the reported transactions?

241,036 shares directly and 8,748 shares indirectly through the ESPP, per the Form 4.

What grants produced the vested shares reported on the Form 4?

The vested shares came from performance-based RSUs granted in 2020, 2021 and 2022 for the three-year performance period ending June 30, 2025 (6,396; 5,549; and 4,181 shares).

At what price were the withheld shares disposed to cover taxes?

717 shares were withheld and disposed at $71.235 per share to satisfy tax withholding on the RSU vesting.

Does the Form 4 show any option exercises, derivative transactions, or sales to outside parties?

No. The report lists only non-derivative vesting (acquisition) and withholding for taxes; there are no derivative securities or market sales recorded.