🔖 What This Document Is

This is a Proxy Statement (DEF 14A) for Everest Group, Ltd. It's like an invitation and information packet for the company's owners (shareholders) ahead of their big annual meeting. The document outlines what will be voted on, provides details about the company's leadership and performance, and asks shareholders to give their input on key decisions.

Why it matters: As a shareholder, this is your chance to have a say in how the company is run, from electing directors to approving how executives are paid.

🏢 What The Company Does

In simple terms, Everest Group is a global insurance and reinsurance powerhouse. Think of them as a massive safety net for other insurance companies and businesses.

• They sell insurance policies directly to companies (their Insurance segment).
• They also take on the risk from other insurance companies, essentially providing "insurance for insurers" (their Reinsurance segment).
• Their business is all about assessing and managing risk on a huge scale, from natural disasters to corporate liabilities.

📅 The Big Meeting

• What: Annual General Meeting of Shareholders
• When: May 13, 2026, at 10:00 a.m. local time (Bermuda)
• Where: Rosewood Bermuda, 60 Tucker's Point Drive, Hamilton Parish, Bermuda
• Who can vote: Shareholders who owned stock as of the close of business on March 16, 2026. On that date, there were 44,886,259 shares entitled to vote.

🗳️ What You're Voting On

Shareholders have four main items on the agenda:

1. ELECT DIRECTORS: Vote to elect 11 people to the Board of Directors for one-year terms. The board is reducing from 12 to 11 members.
2. APPOINT AUDITORS: Approve KPMG LLP as the independent accounting firm for 2026 and let the board set their pay.
3. SAY ON PAY (Advisory): Hold a non-binding vote to approve the 2025 compensation paid to the company's top executives (Named Executive Officers).
4. APPROVE A PLAN AMENDMENT: Amend the company's 2020 Stock Incentive Plan.

👉 The Board recommends voting FOR all four proposals.

👥 Who's Running the Show (The Board)

The board has 11 nominees, 10 of whom are independent (no material ties to the company besides being a director). They bring a wide range of skills crucial for an insurance giant:

• Executive Leadership: All nominees have held major leadership roles.
• Industry Experience: All have deep insurance/reinsurance knowledge.
• Specialized Skills: Expertise in areas like risk management (10/11), finance (10/11), international markets (9/11), cybersecurity/IT (3/11), and sustainability (4/11).

Key Changes: Four new independent directors were added in 2025. The long-serving director Geraldine Losquadro is retiring after 12 years.

💰 2025 Financial Snapshot

The company reports its 2025 performance was shaped by a major strategic cleanup:

• Gross Written Premium: $17.7 billion
• Combined Ratio: 98.6% (An "attritional" ratio, which excludes big catastrophes and reserve changes, was 89.4%—this is a key measure of core underwriting profitability.)
• Net Income: $1.6 billion
• Returned to Shareholders: $1.1 billion via dividends and share buybacks.

Why it matters: Despite facing challenges like $757 million in catastrophe losses and costs from its strategic remediation, the company generated solid operating income and returned significant cash to its owners.

⚖️ Big Picture: Strengths & Risks

👍 Strengths Highlighted:

• Strong financial ratings: A+ (A.M. Best & S&P) and A1 (Moody's).
• A clear strategic reset is underway, including selling parts of its insurance business to AIG to refocus.
• Robust shareholder return programs (dividends and buybacks).

⚠️ Risks & Considerations:

• The insurance segment had a combined ratio of 114.6%, meaning it paid out more in claims and expenses than it collected in premiums for that segment.
• The strategic cleanup involves costs and complexity.
• The "Say on Pay" proposal is advisory, but a low vote would send a strong negative signal about executive pay.

🧠 The Analogy

Think of this proxy statement as the annual report and shareholder meeting agenda for a large ship's owners. The board (the ship's captains and navigators) is presenting the logbook (financial results), introducing the crew (director nominees), explaining the cost of supplies and crew bonuses (executive pay), and asking the owners to vote on the navigation plan for the next voyage (the stock plan amendment).

🧩 Final Takeaway

Everest Group is at a pivotal point. It's consolidating its leadership, completing a strategic clean-up of its insurance portfolio, and asking shareholders to approve its plan to keep rewarding executives. The central question for investors is whether this reset will lead to smoother, more profitable sailing ahead.