W.R. Berkley Corporation confirmed that Mitsui Sumitomo Insurance has reached an agreement to acquire up to 15% of the company’s outstanding common stock.
The shares will be purchased on the open market or through private transactions with third parties. The Berkley family, which holds a significant stake in the company, will not sell any shares to MSI nor will the insurer buy directly from W.R. Berkley.
Under the terms of the agreement, once MSI secures at least 4.9% of the outstanding shares, it will vote those shares in line with the Berkley family’s recommendations, except in certain cases where its votes will reflect the broader shareholder base.
If MSI’s stake reaches at least 12.5%, the Berkley family will support the nomination of an MSI representative to the company’s board, pending approval by the board’s nominating and corporate governance committee. The Berkley family will continue to hold two board seats.
The arrangement does not alter W.R. Berkley’s day-to-day operations and the Berkley family remains committed to the company. MSI has also agreed to standard restrictions on its stake, which W.R. Berkley can enforce directly.
“We have deep respect for MSI developed over years of collaborating with them through the company’s reinsurance operations,” said Rob Berkley, president and CEO of W.R. Berkley. “Their significant investment is a validation of our company’s performance and growth trajectory, and we welcome the opportunity to leverage their international presence to create sustainable stockholder value.”
MSI president and CEO Shinichiro Funabiki said the investment aligns with the insurer’s strategy. “Their first-class track record in the U.S. specialty market attracted us in making an investment, and we look forward to bringing our network in Japan, Asia and other selected markets to lead to sustained growth and increased value for both the company and MSI’s investment,” Funabiki said.
W.R. Berkley’s board formed a special committee of independent directors to review the agreement. The committee, advised by independent legal counsel, negotiated and ultimately recommended the deal, which was approved by the board’s independent directors. The Berkley family had started it would not proceed without the committee’s endorsement.
The transaction remains subject to regulatory approvals and is expected to close by March 2026.
In January, the company reported fourth-quarter net income of $576.1 million, up 45% from a year ago. Net premiums also rose to $2.94 billion from $2.72 billion a year earlier. Premium growth was supported by an average rate increase of 7.7% across all lines.
Shares of W.R. Berkley traded at $71.35 on March 28, reflecting a 7.65% increase from the previous close.
