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
November 10, 2023
Date of Report (Date of earliest event reported)
Arch Capital Group Ltd.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Bermuda | | 001-16209 | | 98-0374481 |
(State or other
jurisdiction of
incorporation or
organization) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(441) 278-9250
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐ 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 Exchange Act:
| | | | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol (s) | | Name of each exchange on which registered |
| Common shares, $0.0011 par value per share | | ACGL | | NASDAQ | Stock Market |
| Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share | | ACGLO | | NASDAQ | Stock Market |
| Depositary shares, each representing a 1/1,000th interest in a 4.55% Series G preferred share | | ACGLN | | NASDAQ | Stock Market |
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.
Preferred Share Dividends. On November 10, 2023, the Board of Directors (the “Board”) of ACGL declared dividends with respect to the outstanding 13,200,000 depositary shares, each representing a 1/1000th interest in a share of 5.45% Non-Cumulative Preferred Shares, Series F, $0.01 per share (“Series F Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on December 31, 2023 to holders of record of the Series F Shares, as of December 15, 2023, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.
| | | | | | | | | | | | | | |
| Series | Effective Date for Declaration | Dividend Period | Dividend Amount | Rate Per Share |
| | | | |
| Series F | 12/31/23 | 9/30/23-12/30/23 | $4,496,250 | $0.340625 |
In addition, on November 10, 2023, the Board of ACGL declared dividends with respect to the outstanding 20,000,000 depositary shares, each representing a 1/1000th interest in a share of 4.55% Non-Cumulative Preferred Shares, Series G, $0.01 per share (“Series G Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on December 31, 2023 to holders of record of the Series G Shares, as of December 15, 2023, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.
| | | | | | | | | | | | | | |
| Series | Effective Date for Declaration | Dividend Period | Dividend Amount | Rate Per Share |
| | | | |
| Series G | 12/31/23 | 9/30/23-12/30/23 | $5,687,500 | $0.284375 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ARCH CAPITAL GROUP LTD. |
| | | |
| | | |
| Date: November 13, 2023 | By: | /s/ François Morin |
| | | Name: | François Morin |
| | | Title: | Executive Vice President, Chief Financial Officer and Treasurer |
