WRB Insider Filing: Welt Vesting of 16,126 Shares, 678 Sold for Taxes

Rhea-AI Filing Summary

Philip S. Welt, Executive Vice President & Secretary of W. R. Berkley Corporation (WRB), reported insider transactions on 08/15/2025 related to the vesting of performance-based restricted stock units (RSUs) and related tax withholding. A tranche of 16,126 shares was acquired upon vesting at no cash price, and 678 shares were disposed of to satisfy tax withholding at a price of $71.235 per share. Following these transactions, Mr. Welt beneficially owns 201,217 shares of common stock directly and an additional 24,324 shares indirectly through the Employee Stock Purchase Plan (ESPP). The filing notes 126,256 shares underlying RSUs have vested but their receipt has been deferred.

Positive

• Increased reported beneficial ownership to 201,217 shares following vesting
• Vesting of performance-based RSUs from 2020-2022 completed, aligning compensation outcomes with performance periods
• Disclosure of deferred vested RSUs (126,256 shares) improves transparency about timing of share receipt

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation vesting and tax-withholding sale; increases reported ownership with deferred receipt of vested RSUs.

The Form 4 documents standard compensation mechanics: performance-based RSUs from 2020-2022 vested for the three-year period ending June 30, 2025, producing 16,126 shares delivered to the reporting person. A small portion (678 shares) was sold to cover tax obligations at $71.235 per share. The filing discloses significant deferred vested RSUs (126,256 shares) whose receipt has been postponed, which affects timing of actual share delivery but not economic ownership disclosed here. This disclosure is procedural and not indicative of non-routine corporate developments.

Securities Analyst

TL;DR: Materiality is low; transactions reflect compensation vesting rather than open-market trading or change in intent.

The numbers reported—16,126 shares vested, 678 withheld/sold for taxes, and 201,217 shares beneficially owned post-transaction—are meaningful for insider holdings transparency but unlikely to move market perceptions. The filing clarifies that 126,256 shares underlying RSUs are vested but deferred, and 24,324 shares are held indirectly via ESPP. No additional purchases or sales beyond tax withholding are reported.

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
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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).

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^*

Welt Philip S

(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 & Secretary

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	201,217	D
Common Stock	08/15/2025		F		678(2)	D	$71.235	200,539(3)	D
Common Stock								24,324	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. Includes 126,256 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.

	Philip S. Welt	08/19/2025
	** 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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FAQ

What transactions did Philip S. Welt report on Form 4 for WRB?

The Form 4 reports the vesting of 16,126 RSU shares on 08/15/2025 and the disposition of 678 shares to satisfy tax withholding at $71.235 per share.

How many WRB shares does Philip S. Welt beneficially own after the transactions?

He beneficially owns 201,217 shares directly following the reported transactions and additionally holds 24,324 shares indirectly via the ESPP.

What does the filing say about deferred RSU shares?

The filing states that 126,256 shares underlying RSUs have vested but their receipt has been deferred and are included in the ownership disclosure.

Were any open-market purchases or sales reported?

No open-market purchases were reported; the only sale was 678 shares withheld/disposed to cover taxes related to RSU vesting.

What performance periods do the vested RSUs cover?

The vested RSUs relate to performance-based awards granted in 2020, 2021 and 2022 for the three-year performance period ending June 30, 2025.