Everest Group Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Property-Casualty Insurers
Finance
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
Date of Report (Date of earliest event reported)
March 23, 2026 (March 22, 2026 )
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| ITEM 1.01 | Entry into a Material Definitive Agreement | ||||
On March 22, 2026, Everest Underwriting Group (Ireland) Limited (“EUGIL”), an Irish company and direct subsidiary of Everest Group, Ltd. (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with The Wawanesa Mutual Insurance Company, a mutual insurance company existing under the Insurance Companies Act (Canada) (“Buyer”), pursuant to which EUGIL agreed to sell to Buyer, or a Canadian affiliate thereof, all of the outstanding shares of capital of the Everest Insurance Company of Canada, a Canadian insurance company and a wholly owned subsidiary of EUGIL (“Everest Canada”), representing the Company’s Canadian Retail Insurance operations for CAD 410 million, subject to adjustment. The closing of the transaction pursuant to the Purchase Agreement is subject to the satisfaction of customary closing conditions, including the receipt of antitrust approval from the Commissioner of Competition and insurance regulatory approval from the Minister of Finance (Canada).
In connection with the Purchase Agreement, (i) Everest Canada will enter into a loss portfolio transfer reinsurance agreement with Everest Reinsurance Company (Canadian Branch), a Delaware reinsurance company and affiliate of EUGIL (“ERC”), pursuant to which ERC will reinsure certain liabilities of Everest Canada with respect to insurance business written prior to the closing of the transaction, (ii) EUGIL or an affiliate thereof and Buyer or an affiliate thereof will enter into a transition services agreement for specified transition services to be provided to Buyer and its affiliates and (iii) EUGIL and its affiliates, on the one hand, and Buyer and its affiliates, on the other hand, will enter into such other ancillary agreements as contemplated in the Purchase Agreement.
The above description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which the Company will file as an exhibit to a subsequent periodic report on Form 10-Q with the U.S. Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure
On March 23, 2026, the Company issued a news release announcing the execution of the Purchase
Agreement. A copy of the news release is furnished herewith as Exhibit 99.1 and is incorporated by reference.
The following information is being furnished under Item 7.01, “Regulation FD Disclosure.” This information
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liabilities of that Section.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits | ||||||||||
| Exhibit No. | Description | ||||||||||
| 99.1 | |||||||||||
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 hereunto duly authorized.
| EVEREST GROUP, LTD. | ||||||||||||||
| By: | /s/ ROBERT J. FREILING | |||||||||||||
| Robert J. Freiling | ||||||||||||||
Senior Vice President and Chief Accounting Officer | ||||||||||||||
Dated: March 23, 2026
EXHIBIT INDEX
| Exhibit Number | Description of Document | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||