W.R. Berkley EVP Baio Reports RSU Vesting and Tax Withholding on Form 4

Rhea-AI Filing Summary

Richard M. Baio, EVP & CFO of W. R. Berkley Corporation (WRB), reported insider transactions dated 08/15/2025. He received 16,126 shares upon vesting of performance-based restricted stock units granted in 2020, 2021 and 2022 covering the three-year performance period ending June 30, 2025. To satisfy tax withholding on the vesting, 744 shares were withheld at a price of $71.235. Following these transactions, reported beneficial ownership figures are 214,919 shares (direct) and 21,415 shares indirect via a 401(k) plan; the filing notes 211,550 shares underlying vested RSUs that have been deferred.

Positive

• Alignment with shareholders: Vesting of performance-based RSUs indicates compensation tied to multi-year performance metrics.
• Transparency: Form 4 discloses both the vesting and tax-withholding mechanics and lists deferred vested RSUs.

Negative

• Share dilution/overhang: A substantial amount of vested-but-deferred RSUs (211,550) remains outstanding and may affect future share counts.
• Tax withholding reduces reported direct ownership: 744 shares were withheld to satisfy taxes, lowering immediate direct shareholdings.

Insights

Financial Analyst

TL;DR: Routine executive equity vesting with share withholding for taxes; no new derivative or cash sales disclosed.

This Form 4 documents the vesting of performance-based RSUs totaling 16,126 shares across grants from 2020 to 2022, which is a common compensation realization event for senior executives. The withholding of 744 shares to cover taxes is an administrative disposition, not an open-market sale. The filing also highlights a substantive number of deferred vested RSUs (211,550) and standard indirect holdings via a 401(k) plan (21,415), which affect reported beneficial ownership but do not indicate changes to company strategy or material liquidity events.

Corporate Governance Expert

TL;DR: Compensation plan functioning as intended; disclosures are routine and consistent with equity award policies.

The transactions reflect expected post-performance-period vesting under the 2018 Stock Incentive Plan and the use of share withholding to satisfy tax obligations. Such filings provide transparency on executive alignment with shareholder interests through equity-based pay. The presence of large deferred vested RSUs should be noted for disclosure purposes, but the report contains no indication of atypical insider trading or governance concerns.

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^*

Baio Richard Mark

(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 & CFO

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	214,919	D
Common Stock	08/15/2025		F		744(2)	D	$71.235	214,175(3)	D
Common Stock								21,415	I	By 401(k) Plan

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 211,550 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.

	Richard M. Baio	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 Richard M. Baio report on the WRB Form 4?

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

How many WRB shares does Baio beneficially own after these transactions?

The filing reports 214,919 shares owned directly and 21,415 shares indirectly via a 401(k) plan; it also notes 211,550 shares underlying vested RSUs that have been deferred.

What caused the 16,126 WRB shares to be acquired?

They represent the vesting of performance-based restricted stock units granted in 2020, 2021 and 2022 for the three-year performance period ending June 30, 2025.

Was the withholding of 744 shares a market sale?

No. The filing states the 744 shares were withheld to pay tax liabilities incident to RSU vesting, which is an administrative disposition, not an open-market sale.

Do the transactions include any option exercises or derivative trades?

No. Table II for derivative securities shows no entries; the reported transactions are non-derivative RSU vesting and withholding.