[Form 4] W.R. Berkley Corporation Insider Trading Activity

Rhea-AI Filing Summary

William R. Berkley, Executive Chairman and director of W. R. Berkley Corporation (WRB), reported transactions dated 08/15/2025 reflecting the vesting of performance-based restricted stock units (RSUs) and a tax-withholding sale. A total of 111,869 shares vested17,367,562 shares before withholding. The company withheld 4,277 shares to satisfy tax obligations at a reported price of $71.235 per share, leaving 17,363,285 shares directly held after the withholding. The filing also discloses substantial indirect holdings: 67,069,033 shares via WR Berkley & Others LLC, 1,350,000 shares via the 2011 GST Trust, and 204,364 shares held by the reporting person’s spouse. The form was signed on 08/19/2025.

Positive

• Transparent disclosure of RSU vesting and tax-withholding sale for insider alignment
• Substantial insider ownership remains, including 67,069,033 shares indirectly held, indicating alignment with long-term shareholders

Negative

• Concentrated control via an LLC and trusts could limit minority shareholder influence
• Deferred receipt of 7,618,901 vested RSU shares may obscure near-term liquidity impact

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting disclosed; large indirect ownership maintains concentrated control.

The filing documents standard vesting of multi-year performance RSUs and a small tax-withholding sale. Such vesting is a normal compensation realization event and the withholding is procedural. Material for governance is the concentration of control: the reporting person and associates hold large indirect positions through an LLC and trusts, which preserves voting influence. For shareholders, the key governance implication is continuity of insider alignment and sustained concentrated ownership rather than dilution or transfer of control.

Securities Analyst

TL;DR: Transaction changes are operationally minor; net direct shares change modestly after withholding.

The economics show 111,869 shares vested with 4,277 shares sold/withheld at $71.235 to cover taxes, a small percentage of total reported holdings. The disclosure that 7,618,901 vested RSU-underlying shares have had receipt deferred is notable for liquidity/timing but does not indicate immediate market pressure. Overall, this Form 4 documents routine compensation settlement rather than market-moving insider selling.

08/19/2025 - 06:29 PM

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^*

BERKLEY WILLIAM R

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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		111,869(1)	A	$0	17,367,562	D
Common Stock	08/15/2025		F		4,277(2)	D	$71.235	17,363,285(3)	D
Common Stock								67,069,033(4)	I	By WR Berkley & Others LLC
Common Stock								1,350,000	I	By William R. Berkley 2011 GST Trust
Common Stock								204,364	I	By spouse

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 43,765 shares; 38,840 shares; and 29,264 shares, respectively).

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

3. Includes 7,618,901 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.

4. Mr. William R. Berkley, Jr. and the reporting person are the majority beneficial owners of the limited liability company which is included on Mr. William R. Berkley, Jr.'s Form 4 dated August 19, 2025.

	William R. Berkley	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.
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.

FAQ

How many WRB shares vested for William R. Berkley on 08/15/2025?

The filing shows 111,869 shares vested on 08/15/2025 from performance-based RSUs granted in 2020–2022.

How many shares were withheld to cover taxes and at what price?

The company withheld 4,277 shares to satisfy tax withholding at a reported price of $71.235 per share.

What were William R. Berkley’s direct holdings after the transactions?

After the vesting and withholding, direct beneficial ownership is reported as 17,363,285 shares.

Does the filing disclose indirect holdings for WRB insiders?

Yes. The filing discloses 67,069,033 shares indirectly via WR Berkley & Others LLC, 1,350,000 shares via the 2011 GST Trust, and 204,364 shares held by the reporting person’s spouse.

Were the vested RSUs fully delivered to the reporting person?

The filing states that 7,618,901 shares underlying RSUs have vested but their receipt has been deferred, and does not indicate immediate delivery.

When was the Form 4 signed by the reporting person?

The signature date shown on the form is 08/19/2025.