FORM 4
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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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * MITSUI SUMITOMO INSURANCE CO LTD | 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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 12/18/2025 | P(1) | 204,350 | A | $69.3815 (2) | 48,805,938 | D (3) | |||
| Common Stock | 12/19/2025 | P(1) | 204,000 | A | $69.503 (4) | 49,009,938 | D (3) | |||
| Common Stock | 12/22/2025 | P(1) | 39,940 | A | $69.9716 (5) | 49,049,878 | D (3) | |||
| Common Stock | 12/22/2025 | P(1) | 162,060 | A | $70.3257 (6) | 49,211,938 | D (3) | |||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | ||||||||
| Remarks: MSI, the Issuer and WR Berkley & Others LLC ("WRBO") are party to certain agreements described in, and filed as exhibits to, the Reporting Persons' Schedule 13D filed with the U.S. Securities and Exchange Commission on December 11, 2025. The Reporting Persons disclaim beneficial ownership of the securities of the Issuer owned by WRBO and disclaim that the Reporting Persons and WRBO constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended. |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| MITSUI SUMITOMO INSURANCE CO LTD 9, KANDA-SURUGADAI 3-CHOME, CHIYODA-KU TOKYO, M0 | X | ||||
| MS&AD Insurance Group Holdings, Inc. TOKYO SUMITOMO TWIN BUILDING WEST TOWER, 27-2, SHINKAWA 2-CHOME, CHUO-KU, TOKYO, M0 | X | ||||
| Signatures | ||
| MITSUI SUMITOMO INSURANCE CO., LTD., By: /s/ Hironori Morimoto, Name: Hironori Morimoto, Title: Authorized Signatory | 12/22/2025 | |
| **Signature of Reporting Person | Date | |
| MS&AD INSURANCE GROUP HOLDINGS, INC., By: /s/ Hironori Morimoto, Name: Hironori Morimoto, Title: Authorized Signatory | 12/22/2025 | |
| **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 control number. | |