White Mountains closes $224M Distinguished stake deal

White Mountains Insurance Group, Ltd. has completed a significant acquisition in the specialty insurance program space.

Rhea-AI Filing Summary

White Mountains Insurance Group, Ltd. has completed a significant acquisition in the specialty insurance program space. On September 2, 2025, the company and two indirect wholly owned subsidiaries closed the previously announced purchase of 50% of AQ Phoenix Parent, L.P., known as Distinguished Programs, for $224 million in cash.

Including an existing interest of approximately 1%, White Mountains now holds a 51% controlling stake in Distinguished Programs. This gives White Mountains majority control over the business, meaning it can direct key decisions and will typically consolidate Distinguished Programs’ financial results in its own reporting.

Insights

Insurance sector M&A analyst

White Mountains gains control of Distinguished Programs via a $224M cash deal.

White Mountains Insurance Group, Ltd. has closed the purchase of 50% of AQ Phoenix Parent, L.P. (Distinguished Programs) for $224 million in cash, raising its ownership to a controlling 51% when combined with its prior approximate 1% stake. This moves the relationship from a minority position to majority control, which usually shifts how the investment is managed and reported.

Control of Distinguished Programs can affect White Mountains’ risk profile, revenue mix, and earnings volatility, depending on how the acquired business performs within the broader group. The use of cash rather than equity means existing shareholders are not diluted by new share issuance, while the group’s liquidity position and capital allocation priorities become more important considerations.

Subsequent periodic reports covering periods after September 2, 2025 will show how consolidation of Distinguished Programs influences premiums, fees, and bottom-line results, as well as any changes in segment disclosures tied to this transaction.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What acquisition did White Mountains (WTM) just complete?

White Mountains Insurance Group, Ltd. closed the previously announced acquisition of 50% of AQ Phoenix Parent, L.P., known as Distinguished Programs, through its indirect wholly owned subsidiaries.

How much did White Mountains (WTM) pay for Distinguished Programs?

White Mountains paid $224 million in cash to acquire a 50% interest in AQ Phoenix Parent, L.P. (Distinguished Programs).

What is White Mountains’ total ownership in Distinguished Programs after this deal?

After the transaction, White Mountains owns an approximate 51% controlling interest in Distinguished Programs, including its existing roughly 1% stake.

When did White Mountains’ acquisition of Distinguished Programs close?

The acquisition of 50% of AQ Phoenix Parent, L.P. (Distinguished Programs) by White Mountains closed on September 2, 2025.

Will White Mountains consolidate Distinguished Programs’ results?

The filing states that White Mountains now has a 51% controlling interest in Distinguished Programs, which typically leads to consolidation of that business’s financial results into White Mountains’ reporting.

Which White Mountains entities were involved in the Distinguished Programs acquisition?

The transaction involved White Mountains and its indirect wholly owned subsidiaries WM Monroe Holdings, Inc. and WM Phoenix GP, LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/03/2025 - 08:06 AM Learn about SEC filing dates

FALSE000077686700007768672025-09-022025-09-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 2, 2025

Date of Report (Date of earliest event reported)

WHITE MOUNTAINS INSURANCE GROUP, LTD.

(Exact name of registrant as specified in its charter)

Bermuda (State or other jurisdiction of  incorporation or organization) 1-8993 (Commission file number) 94-2708455 (I.R.S. Employer Identification No.)

23 South Main Street, Suite 3B, Hanover, New Hampshire 03755

(Address of principal executive offices)

(603) 640-2200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value $1.00 per share

WTM

New York Stock Exchange

WTM.BH

Bermuda Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                                     Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      o

ITEM 8.01 Other Events.

On September 2, 2025, White Mountains Insurance Group, Ltd. (“White Mountains”) and its indirect wholly owned subsidiaries WM Monroe Holdings, Inc. and WM Phoenix GP, LLC closed the previously announced acquisition of 50% of AQ Phoenix Parent, L.P (“Distinguished Programs”) for $224 million in cash. As a result of the acquisition, White Mountains owns, inclusive of its existing approximately 1% interest, a 51% controlling interest in Distinguished Programs.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WHITE MOUNTAINS INSURANCE GROUP, LTD.

September 3, 2025

By:

/s/   MICHAELA J. HILDRETH            Michaela J. Hildreth       Managing Director and       Chief Accounting Officer

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