W.R. Berkley Insider Filing: 16,126 RSUs Vest, 744 Shares Withheld at $71.235

Rhea-AI Filing Summary

James G. Shiel, Executive Vice President - Investments of W.R. Berkley Corporation (WRB), reported transactions on Form 4 dated 08/15/2025. The filing shows 16,126 shares were acquired by virtue of vesting of performance-based restricted stock units 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 related to those vesting events, 744 shares were withheld and disposed at a reported price of $71.235 per share. Following the transactions, Mr. Shiel is recorded as beneficially owning 799,191 shares prior to the withholding and 798,447 shares after (the filing also notes 647,032 shares underlying RSUs have vested but receipt has been deferred). The form was signed on 08/19/2025.

Positive

• Vesting of performance-based RSUs (16,126 shares) indicates achievement of multi-year performance goals for the 2022-2025 period
• Large deferred holdings (647,032 vested RSU shares) remain economically linked to the reporting person despite deferred receipt

Negative

• 744 shares were disposed via withholding at $71.235 to satisfy tax liabilities, reducing direct holdings from 799,191 to 798,447 shares

Insights

Financial Analyst

Insider received performance RSU vesting; a small withholding sale covered taxes, leaving substantial deferred holdings.

The filing documents the vesting of performance-based RSUs from multiple grant years totaling 16,126 shares, indicating payout from long-term incentive awards tied to the 2023-2025 performance period. A withholding of 744 shares at $71.235 per share was executed to satisfy tax obligations, a routine administrative step that modestly reduced direct holdings from 799,191 to 798,447 shares. The disclosure also highlights a significant amount of vested RSUs whose receipt remains deferred (647,032 shares), meaning economic exposure may persist despite deferred distribution. Overall, the transactions are compensation-related and not a deliberate open-market divestiture.

Corporate Governance Expert

Transaction appears routine: performance RSUs vest and tax-withholding shares are surrendered; no departure or governance red flag shown.

The Form 4 indicates the reporting person is an officer and director and that the acquisitions are the result of performance-based restricted stock unit vesting under the company plan. The use of share withholding for taxes is a common practice and the net change in beneficial ownership is small relative to the total reported holdings. There is no disclosure of additional derivative transactions, unusual sales, or coordinated group filings. From a governance perspective, this is a standard compensation realization event documented appropriately on Form 4.

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

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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^*

SHIEL JAMES G

(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 - Investments

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	799,191	D
Common Stock	08/15/2025		F		744(2)	D	$71.235	798,447(3)	D
Common Stock								208,000	I	By 2022 SLAT

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 647,032 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.

	James G. Shiel	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 WRB insider James G. Shiel report on Form 4?

He reported the vesting of 16,126 performance-based RSU shares on 08/15/2025 and the withholding-based disposition of 744 shares at $71.235 to cover taxes.

How many WRB shares does James G. Shiel beneficially own after the reported transactions?

798,447 shares are reported as beneficially owned following the withholding disposition.

What portion of vested RSUs remain deferred for Mr. Shiel?

647,032 shares underlying RSUs have vested but their receipt has been deferred according to the filing.

When did the reported transactions occur and when was the form signed?

Transaction date: 08/15/2025. Signature date: 08/19/2025.

Why were 744 shares disposed according to the filing?

The 744-share disposition represents withholding of securities to satisfy tax liability related to RSU vesting as stated in the filing.