DEF 14A of Arch Capital Group Ltd., Mar 24, 2026

DEF 14A of Arch Capital Group Ltd.

Filed Mar 24, 2026 · FY20250000947484-26-000038

Open on EDGAR

  1. DIRECTORS

    DIRECTORS Our Board is composed of 12 members, divided into three classes, serving staggered three-year terms. The Board intends to present for action at the Annual Meeting the election of Francis Ebong, Eileen Mallesch and Brian S. Posner to serve as Class I Directors for a term of three years and until their respective successors are duly elected and qualified or their earlier resignation or removal. Such nominees were recommended by the Nominating and Governance Committee for approval by the Board. Unless authority to vote for these nominees is withheld, the enclosed proxy will be voted for these nominees, except that the persons designated as proxies reserve discretion to cast their votes for other persons in the unanticipated event that any of these nominees is unable or declines to serve. After approximately 17 years of service on the Board, John D. Vollaro, a current Class I Director, will not stand for re-election following the completion of his current term.

  2. Nominees

    Nominees

  3. Nominees

    | Francis Ebong | | | | n | 45 years old | Mr. Ebong is currently Chief Service Experience Officer at PayPal, where he focuses on using Artificial Intelligence and automation to transform how PayPal supports businesses and consumers. Prior to PayPal, he served as Managing Director of Program Management at X, Alphabet’s in-house research and development division, where he was tasked with launching technologies to improve the lives of billions of people. He has an extensive background in technology and innovation, including serving as the Director of Global Operations and Partnerships at Facebook (Meta) from 2015 to 2017, where he led a global team responsible for launches including FB Live, Marketplace and Messenger. Prior to his time at Facebook (Meta), Mr. Ebong was the Head of Operations at Postmates and has experience working at Apple and Deloitte. Mr. Ebong is a veteran of the U.S. Navy, holds a B.S. in General Science from the United States Naval Academy and an MBA from the George Washington University School of Business. Mr. Ebong’s qualifications for service on our Board include his extensive operational experience and his technology management skills. | | n | Director since August 2021 | | | n | Class I Director of Arch Capital | | | n | Audit Committee | | | n | Compensation and Human Capital Committee | | | n | Nominating and Governance Committee | |

  4. Nominees

    | Eileen Mallesch | | | | n | 70 years old | Ms. Mallesch has more than 30 years of finance and risk experience, including serving as Senior Vice President and Chief Financial Officer for Nationwide’s Property and Casualty segment from 2005 to 2009. Prior to that, she was Chief Financial Officer, Senior Vice President at Genworth (2003 to 2005) and General Electric’s (2000 to 2003) Group Insurance and Life Insurance businesses. Ms. Mallesch has broad finance and business strategy expertise in the insurance, telecommunications and consumer products industries. Her significant board experience includes current positions on the boards of Brighthouse Financial and Fifth Third Bancorp. She previously served on the boards of Bob Evans from 2008 to 2018, Libbey Inc. from 2016 to 2020 and State Auto Financial from 2010 to 2021. Ms. Mallesch has a B.S. in Accounting from the City University of New York and is a CPA (inactive). Ms. Mallesch’s qualifications for service on our Board include her extensive senior management and operating experience in the insurance industry and her service on boards of directors of other companies. | | n | Director since August 2021 | | | n | Class I Director of Arch Capital | | | n | Audit Committee | | | n | Underwriting Oversight Committee | |

  5. Nominees

    | | 2026 PROXY STATEMENT | | 19 |

  6. Nominees

    | Brian S. Posner | | | | n | 64 years old | Mr. Posner is Founder and President of Point Rider Group, an advisory and consulting firm that provides independent strategic counsel to senior executives, boards of directors and institutional investors. His experience spans senior executive roles, corporate directorships, and investment management expertise across public and private markets. Mr. Posner also serves as a director of Dyne Therapeutics. Previously, he served as Chair of Bioverativ and the AQR Funds, and as a director for Biogen, Sotheby’s, and The Mutual Fund Store (a private company), among others. His leadership experience includes serving as President, and CEO of ClearBridge Advisors (a subsidiary of Legg Mason prior to it being acquired by Franklin Resources), a $100+ billion asset management firm (2005-2008). Prior to that, he was Managing Member of Hygrove Partners LLC, a value-based equity hedge fund group (2000-2005); Partner and Managing Director at Warburg Pincus LLC (1997-1999); and Vice President and Portfolio Manager at Fidelity Investments, where he was sole manager of a nationally recognized, top- performing equity mutual fund (1987-1996). Mr. Posner is a Life Trustee at Northwestern University and an emeritus member and former co-Chair of the Board of Visitors at Northwestern’s Weinberg College of Arts and Sciences. He also is an advisor to Northwestern’s Center for the Study of Diversity and Democracy. He regularly guest lectures on corporate strategy and governance at Northwestern’s Kellogg School of Management and Columbia University’s Graduate School of Journalism. Brian earned his MBA from the University of Chicago Booth School of Business in 1987 and a B.A. in History (with Honors) from Northwestern University in 1983. Mr. Posner’s qualifications for service on our Board include his strong financial background, investment skills and extensive experience as a leading institutional investment manager and advisor, as well as his general expertise in matters pertaining to the financial services industry and service on boards of directors of other companies. | | n | Director since November 2010 | | | n | Class I Director of Arch Capital | | | n | Compensation and Human Capital Committee | | | n | Finance, Investment and Risk Committee | |

  7. Required Vote

    Required Vote A majority of the votes cast will be required to elect the above nominees as Class I Directors of Arch Capital.

  8. Recommendation of the Board

    Recommendation of the Board

  9. Recommendation of the Board

    | | THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL. |

  10. Recommendation of the Board

    | 20 | | 2026 PROXY STATEMENT | |

  11. Appointed Directors, Continuing Directors and Senior Management

    Appointed Directors, Continuing Directors and Senior Management The following individuals are our appointed and continuing directors:

  12. Appointed Directors, Continuing Directors and Senior Management

    | John L. Bunce | | | | n | 67 years old | Mr. Bunce is a Managing Director and Founder of Greyhawk Capital Management, LLC and Managing Director and Founder of Steel Box, LLC. Both Greyhawk and Steel Box are investment organizations. Mr. Bunce has served as a director of numerous public and private companies and he continues to serve on several private company boards and as an Overseer of the Hoover Institution. He holds an B.A. from Stanford University and an MBA from Harvard Business School. Mr. Bunce’s qualifications for service on our Board include his corporate finance background, investment skills, extensive experience in evaluating and overseeing companies in a wide range of industries and service on boards of directors of other companies. | | n | Director since November 2001 | | | n | Class III Director of Arch Capital | | | n | Term expires 2028 | | | n | Executive Committee | | | n | Finance, Investment and Risk Committee | | | n | Nominating and Governance Committee | |

  13. Appointed Directors, Continuing Directors and Senior Management

    | Laurie S. Goodman | | | | n | 70 years old | Ms. Goodman is an Institute Fellow at the Urban Institute and Founder of its Housing Finance Policy Center. Before joining the Urban Institute in 2013, Ms. Goodman spent 30 years at several Wall Street firms. From 2008 to 2013, she was Senior Managing Director at Amherst Securities Group, LP. From 1993 to 2008, Ms. Goodman was head of global fixed income research and Manager of U.S. securitized products research at UBS and predecessor firms. Before that, she held positions at several other Wall Street firms. Early in her career she was a senior economist at the Federal Reserve Bank of New York. Ms. Goodman serves on the board of directors of real estate investment trust MFA Financial and is an adviser to The Amherst Group, LLC. She previously served on the board of directors of Home Point Capital Inc. and was a member of the Federal Reserve Bank of New York’s Financial Advisory Roundtable, the Bipartisan Policy Center’s Housing Commission, Fannie Mae’s Affordable Housing Advisory Council as well as the Consumer Financial Protection Bureau’s Consumer Advocacy Board. Ms. Goodman has a B.A. in Mathematics from the University of Pennsylvania and an A.M. and Ph.D. in Economics from Stanford University. Ms. Goodman’s qualifications for service on our Board include her extensive analytics and strategy experience, her housing finance expertise and her service on boards of directors of other companies. | | n | Director since May 2018 | | | n | Class II Director of Arch Capital | | | n | Term expires 2027 | | | n | Audit Committee | | | n | Nominating and Governance Committee | | | n | Underwriting Oversight Committee | |

  14. Appointed Directors, Continuing Directors and Senior Management

    | Daniel J. Houston | | | | n | 64 years old | Mr. Houston is the retired Chairman of the Principal Financial Group and the former President and CEO of the Fortune 500 financial services company. Mr. Houston joined Principal in 1984 and held a variety of management positions during his career, including Senior Vice President in 2000, Executive Vice President in 2006 and President of Retirement and Income Solutions in 2008. He was named President and Chief Operating Officer in 2014 before assuming the President and CEO role in late 2015 and Chairman in 2016. He retired from the company in 2025. Mr. Houston currently serves on the boards of directors of ADT Inc., the Greater Des Moines Partnership Executive Committee and Iowa State University Business School Dean’s Advisory Council, as well as the boards of directors for the Partnership for a Healthier America. Mr. Houston is past Chairman of the board of directors of the American Council of Life Insurers and a past member of the Business Roundtable, an association of U.S. CEOs from the country’s largest companies. Mr. Houston has a B.A. from Iowa State University and an honorary doctorate from the same institution. Mr. Houston’s qualifications for service on our Board include his strong financial background and extensive executive management in the financial services industry. | | n | Director since August 2024 | | | n | Class II Director of Arch Capital | | | n | Term expires 2027 | | | n | Compensation and Human Capital Committee | | | n | Nominating and Governance Committee | |

  15. Appointed Directors, Continuing Directors and Senior Management

    | | 2026 PROXY STATEMENT | | 21 |

  16. Appointed Directors, Continuing Directors and Senior Management

    | Moira Kilcoyne | | | | n | 64 years old | Ms. Kilcoyne is a technology industry veteran with extensive financial services experience. From 2013 to 2016, she served as Managing Director, Co-Chief Information Officer of Morgan Stanley where she co-headed the company’s global technology and data business and she also sat on the firm’s Management Committee. Prior to becoming Managing Director, Co-Chief Information Officer, Ms. Kilcoyne held a number of senior technology roles within Morgan Stanley. She currently serves on the boards of directors of Quilter plc and is a member of the Board of Governors of FINRA. She also serves as director of Euroclear in the UK. Prior board roles have included Citrix Systems, Inc. and as a Trustee of Manhattan College. Ms. Kilcoyne has a B.S. in Mathematics from Manhattan College. Ms. Kilcoyne’s qualifications for service on our Board include her more than 30 years of experience in the technology industry, her extensive financial services experience and service on boards of directors of other companies. | | n | Director since January 2020 | | | n | Class III Director of Arch Capital | | | n | Term expires 2028 | | | n | Audit Committee | | | n | Compensation and Human Capital Committee | | | n | Nominating and Governance Committee | |

  17. Appointed Directors, Continuing Directors and Senior Management

    | Alexander Moczarski | | | | n | 70 years old | Mr. Moczarski has over 45 years of insurance industry experience and retired as Chairman of Marsh McLennan Companies, International in January 2025. Prior to becoming Chairman, he held leadership positions at Guy Carpenter & Company, LLC, as well as various international regional segments and divisions of Marsh McLennan and American International Group, Inc. Mr. Moczarski chaired Marsh India from 2016 to 2025, he was a Global Director of the US India Business Council and he previously served as Chairman of Blue Marble Micro. He currently serves on the board of Independent Diplomat. Mr. Moczarski holds a B.A. from the University of Manchester, and he completed the Stanford Executive Program at the Stanford Graduate School of Business. Mr. Moczarski’s qualifications for service on our Board include his strong insurance industry background, his extensive executive management in the insurance industry and his service on board of directors of other companies. | | n | Director since February 2025 | | | n | Class III Director of Arch Capital | | | n | Term expires 2028 | | | n | Compensation and Human Capital Committee | | | n | Underwriting Oversight Committee | |

  18. Appointed Directors, Continuing Directors and Senior Management

    | John M. Pasquesi | | | | n | 66 years old | Mr. Pasquesi has been Chair of the Board of Arch Capital since September 2019 and a director since October 2001. From November 2017 to September 2019, he served as Lead Director. Mr. Pasquesi is the Managing Member of Otter Capital LLC, a private equity investment firm he founded in January 2001. He holds an A.B. from Dartmouth College and an MBA from Stanford Graduate School of Business. Mr. Pasquesi’s qualifications for service on our Board include his investment skills, extensive experience in evaluating and overseeing companies in a wide range of industries, including the insurance industry, and service on boards of directors of other companies. | | n | Director since October 2001 | | | n | Class II Director of Arch Capital | | | n | Term expires 2027 | | | n | Executive Committee | | | n | Finance, Investment and Risk Committee | | | n | Underwriting Oversight Committee | |

  19. Appointed Directors, Continuing Directors and Senior Management

    | 22 | | 2026 PROXY STATEMENT | |

  20. Appointed Directors, Continuing Directors and Senior Management

    | Nicolas Papadopoulo | | | | n | 63 years old | Mr. Papadopoulo has been Chief Executive Officer of Arch Capital Group Ltd. and a member of the board since October 2024. Previously, he served as President and Chief Underwriting Officer of Arch Capital Group and CEO of Arch’s Global Insurance Group beginning in 2021. From 2017 through 2020, he was Chairman and CEO of Arch’s Global Insurance Group and Chief Underwriting Officer (“CUO”) for Property and Casualty Operations. Mr. Papadopoulo joined Arch Reinsurance Ltd. (“Arch Re Bermuda”) in 2001 and held a variety of roles including Chairman and CEO of Arch Reinsurance Group. Before Arch, he held various positions at Sorema N.A. Reinsurance Group and also was an insurance examiner with the Ministry of Finance, Insurance Department, in France. Mr. Papadopoulo graduated from École Polytechnique in France and École Nationale de la Statistique et de l’Administration Economique in France with a master’s degree in statistics. He is a Member of the International Actuarial Association and a Fellow at the French Actuarial Society. Mr. Papadopoulo’s qualifications for service on our Board include his strong insurance industry background, extensive executive management and operating experience in the insurance industry and his in-depth knowledge of our operations. | | n | Director since October 2024 | | | n | Class III Director of Arch Capital | | | n | Term expires 2028 | | | n | Executive Committee | |

  21. Appointed Directors, Continuing Directors and Senior Management

    | Neal Triplett | | | | n | 55 years old | Mr. Triplett is President and CEO of the Duke University Management Company (DUMAC), a nonprofit organization that manages the endowment of Duke University. Mr. Triplett joined DUMAC as an investment manager in July 1999 and was appointed President in January 2007. Mr. Triplett started his career as a credit officer for the corporate and real estate portfolios at Wachovia Bank. Mr. Triplett currently serves on the Brown Advisory Mutual Fund Board, the Fuqua Board of Visitors, and the MCNC Investment Advisory Board. Mr. Triplett received a B.A. from Duke University as well as an MBA from the Duke University Fuqua School of Business. He also holds the chartered financial analyst designation. Mr. Triplett’s qualifications for service on our Board include his corporate finance background, investment skills and extensive executive management experience as an investment manager, as well as his service on boards of directors of other companies. | | n | Director since August 2024 | | | n | Class II Director of Arch Capital | | | n | Term expires 2027 | | | n | Finance, Investment and Risk Committee | | | n | Underwriting Oversight Committee | |

  22. Appointed Directors, Continuing Directors and Senior Management

    | | 2026 PROXY STATEMENT | | 23 |

  23. Appointed Directors, Continuing Directors and Senior Management

    The following individuals are members of senior management, including our executive officers, who do not serve as directors of Arch Capital:

  24. Appointed Directors, Continuing Directors and Senior Management

    | David E. Gansberg | | | | n | 53 years old | Mr. Gansberg was named President, Arch Capital Group Ltd., in November 2024. In this role, he has primary accountability for Arch’s Global Insurance Group, which includes Arch’s North American and International Insurance Operations. He previously served as Chief Executive Officer of Arch’s Global Mortgage Group from 2019 until his 2024 promotion. Mr. Gansberg joined Arch in 2001 and has held various operational, strategic and underwriting roles in Arch’s Reinsurance, Mortgage and Corporate businesses. Mr. Gansberg currently serves on the board of directors of Coface SA. He holds a bachelor’s degree in actuarial mathematics from the University of Michigan and an MBA from Duke University. | | n | With Arch since December 2001 | | | n | President, Arch Capital | |

  25. Appointed Directors, Continuing Directors and Senior Management

    | Maamoun Rajeh | | | | n | 55 years old | Mr. Rajeh was named President, Arch Capital Group Ltd., in November 2024. In this role, he oversees Arch’s Global Reinsurance and Global Mortgage Groups. Previously, Mr. Rajeh spent seven years as Chairman and CEO of Arch’s Global Reinsurance Group. Mr. Rajeh joined Arch Re Bermuda in 2001 as an underwriter and has held senior roles of increasing responsibility throughout his tenure. Before Arch, Mr. Rajeh served as Assistant Vice President at HartRe, a subsidiary of The Hartford Financial Services Group, Inc. and held various positions at the United States Fidelity and Guarantee Company and F&G Re. Mr. Rajeh serves on the board of directors of Somers Group Holdings Ltd. (“Somers”) and Premia Holdings Ltd. (“Premia”). He holds a bachelor’s degree from The Wharton School of Business of the University of Pennsylvania and he is a Chartered Property Casualty Underwriter. | | n | With Arch since December 2001 | | | n | President, Arch Capital | |

  26. Appointed Directors, Continuing Directors and Senior Management

    | François Morin | | | | n | 58 years old | Mr. Morin is Executive Vice President, Chief Financial Officer (“CFO”) and Treasurer of Arch Capital Group Ltd., a position he has held since May 2018. Mr. Morin previously served as Senior Vice President, Chief Risk Officer and Chief Actuary of Arch Capital from 2015 until 2018. He joined Arch in 2011 as Chief Actuary and Deputy Chief Risk Officer. Before Arch, Mr. Morin spent 21 years in various roles for Towers Watson & Co. He holds a bachelor’s degree in actuarial science from Université Laval in Canada. He is a Fellow of the Casualty Actuarial Society, a Chartered Financial Analyst, a Chartered Enterprise Risk Analyst and a Member of the American Academy of Actuaries. | | n | With Arch since October 2011 | | | n | Executive Vice President, Chief Financial Officer and Treasurer, Arch Capital | |

  27. Appointed Directors, Continuing Directors and Senior Management

    | Christine Todd | | | | n | 59 years old | Ms. Todd is Chief Investment Officer of Arch Capital Group Ltd. and President of Arch Investment Management Ltd. (“AIM”) where she is responsible for setting the firm’s investment strategy and managing the day-to-day operations of the investment portfolio. Before joining Arch in 2021, Ms. Todd was Head of Fixed Income, U.S., for Amundi US. She has also held executive roles at Neighborly Investments, Standish Mellon Asset Management Company LLC, and Gannett, Welsh & Kotler. She is a Chartered Financial Analyst and holds a bachelor’s degree from Georgetown University and an MBA from Boston University. | | n | With Arch since June 2021 | | | n | Chief Investment Officer, Arch Capital | |

  28. Appointed Directors, Continuing Directors and Senior Management

    | 24 | | 2026 PROXY STATEMENT | |

  29. Appointed Directors, Continuing Directors and Senior Management

    | Jennifer Centrone | | | | n | 53 years old | Ms. Centrone is Executive Vice President, Chief Human Resources Officer at Arch Capital Services LLC, where she is responsible for leading the organization’s talent and culture strategies. Before joining Arch in 2019, Ms. Centrone was a Senior Vice President, Human Resources at Voya Financial. She also held senior human resources roles at both The Hartford and Accenture. She earned a bachelor’s degree in English writing and literature from Fairfield University. | | n | With Arch since June 2019 | | | n | Executive Vice President, Chief Human Resources Officer of Arch Capital Services LLC | |

  30. Appointed Directors, Continuing Directors and Senior Management

    | Jerome Halgan | | | | n | 52 years old | Mr. Halgan was appointed President and Chief Underwriting Officer of Arch Reinsurance Group in March 2024 and has served as Chief Executive Officer of Arch Re Bermuda since 2018. Mr. Halgan joined Arch in 2009 as Senior Underwriter with Arch Re Bermuda before being promoted to CUO in 2012. He has held senior roles of increasing responsibility throughout his tenure including Chairman, President and CEO of Arch Reinsurance Company (“Arch Re (U.S.)”). Before Arch, Mr. Halgan worked for the Berkshire Hathaway Reinsurance Group as a Vice President for eight years and for Sorema N.A. Reinsurance Group for five years with property underwriting and business analysis responsibilities. Mr. Halgan earned an MBA from New York University and an engineering degree from the École Supérieure d’Électricité in France. | | n | With Arch since June 2009 | | | n | President and Chief Underwriting Officer of Arch Reinsurance Group | |

  31. Appointed Directors, Continuing Directors and Senior Management

    | Chris Hovey | | | | n | 59 years old | Mr. Hovey is Chief Operations Officer at Arch Capital Services LLC. He was Executive Vice President and Chief Information Officer from 2018 to 2020. He joined Arch in 2014 and served as Chief Operating Officer of Arch Mortgage Insurance Company. Before Arch, Mr. Hovey was Chief Operating Officer for PMI Mortgage Insurance Co. (“PMI”). He also served as Senior Vice President of servicing operations and loss management for PMI. Mr. Hovey holds a bachelor’s degree from San Francisco State University and an MBA from Saint Mary’s College. | | n | With Arch since January 2014 | | | n | Chief Operations Officer of Arch Capital Services LLC | |

  32. Appointed Directors, Continuing Directors and Senior Management

    | Louis T. Petrillo | | | | n | 60 years old | Mr. Petrillo has served as the President and General Counsel of Arch Capital Services LLC since April 2002. Previously, he was Senior Vice President, General Counsel and Secretary of Arch Capital Group Ltd., as well as Vice President and Associate General Counsel of Arch Capital’s reinsurance subsidiary. Before joining Arch, Mr. Petrillo practiced law at Willkie Farr & Gallagher LLP. He holds a bachelor’s degree from Tufts University and a law degree from Columbia University. | | n | With Arch since January 1996 | | | n | President and General Counsel of Arch Capital Services LLC | |

  33. Appointed Directors, Continuing Directors and Senior Management

    | Jay Rajendra | | | | n | 45 years old | Mr. Rajendra is Chief Strategy and Innovation Officer of Arch Capital Group Ltd. He is responsible for developing Arch’s enterprise strategy, AI strategy and data science capabilities. Mr. Rajendra joined Arch in 2016 in the role of Chief Analytics Officer. Prior to joining Arch, Mr. Rajendra was Head of Business Solutions for XL Group’s Strategic Analytics team. Before XL, Mr. Rajendra was a Senior Consultant at Towers Watson in both North America and Europe, where he advised large international (re)insurers and innovative start-ups on pricing, strategy and M&A. He is a Fellow of the Institute of Actuaries, Fellow of the Casualty Actuarial Society and Member of the American Academy of Actuaries. He holds a Bachelors and Masters in Mathematics from Oxford University and an MBA from MIT Sloan. | | n | With Arch since August 2016 | | | n | Chief Strategy and Innovation Officer, Arch Capital | |

  34. Appointed Directors, Continuing Directors and Senior Management

    | | 2026 PROXY STATEMENT | | 25 |

  35. Appointed Directors, Continuing Directors and Senior Management

    | Michael Schmeiser | | | | n | 48 years old | Mr. Schmeiser is President and Chief Executive Officer of Arch U.S. Mortgage, which includes Arch Mortgage Insurance Company and Arch Mortgage Funding. Before becoming CEO in 2019, Mr. Schmeiser held the role of Chief Strategy Officer, Arch Global Mortgage Group. Before joining Arch, he held senior roles with United Guaranty Corporation, rising to Senior Vice President, Strategic Initiatives. He has more than two decades of strategy experiences, including a variety of positions at American Express Company, The Parthenon Group LLC and Intel Corporation. Mr. Schmeiser holds a bachelor’s degree in industrial engineering from Purdue University and an MBA from Harvard Business School. | | n | With Arch since January 2017 | | | n | President and Chief Executive Officer, Arch U.S. Mortgage | |

  36. Appointed Directors, Continuing Directors and Senior Management

    | Matthew Shulman | | | | n | 52 years old | Mr. Shulman was appointed Chief Executive Officer, Arch Insurance North America in January 2019. He previously served as President and Chief Executive Officer of Arch Insurance’s European operations. Mr. Shulman joined Arch Insurance U.S. in 2009 and has held senior roles of increasing responsibility throughout his tenure. Before Arch, he held roles at The Hartford within the Financial Products division and worked at Reliance National in various underwriting roles within the financial products division. Mr. Shulman has a bachelor’s degree from Cornell University and a law degree from Fordham University School of Law. | | n | With Arch since June 2009 | | | n | Chief Executive Officer, Arch Insurance North America | |

  37. Appointed Directors, Continuing Directors and Senior Management

    | 26 | | 2026 PROXY STATEMENT | |

  38. Appointed Directors, Continuing Directors and Senior Management

    Succession Planning We have a robust talent and succession planning process. On an annual basis, our Board receives a comprehensive succession plan for the CEO and for each member of our Executive Leadership Team. Our Board has delegated primary oversight responsibility for succession planning for our CEO to our Nominating and Governance Committee and, for the other members of our Executive Leadership Team, to the Compensation and Human Capital Committee. Our Board continues to regularly evaluate its succession planning to ensure that we are well-positioned to execute our corporate strategy. In addition, management prepares a broader talent and succession plan on an annual basis, focusing on identifying, developing and retaining high performing and high potential talent for key positions, and attracting a diverse talent base.

  39. Director Compensation

    Director Compensation The Compensation and Human Capital Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors for Board, committee and committee chair services. In making non-employee director compensation recommendations, the Compensation and Human Capital Committee takes various factors into consideration, including, but not limited to, input received from the Compensation and Human Capital Committee’s independent consultant, the responsibilities of directors generally, as well as committee chairs, and the form and amount of compensation paid to directors by comparable companies. The Board reviews the recommendations of the Compensation and Human Capital Committee and determines the form and amount of director compensation. The following table provides information concerning the compensation of our directors for the year ended December 31, 2025. Directors who also serve as employees of the Company do not receive payment for service as directors. In addition to the arrangements described below, all non-employee directors are entitled to reimbursement for their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the Board or committees. For a complete understanding of the table, refer to the footnotes and the narrative disclosures that follow the table. Please also refer to the “2025 Summary Compensation Table” for Mr. Papadopoulo’s compensation. Mr. Papadopoulo does not receive any additional compensation (cash fees or share awards) for his service as a director.

  40. Director Compensation

    | Name | Committee Chair | Fees Earned or Paid in Cash ($)(1) | Share Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | John L. Bunce | NC | 150,038 | 144,967 | 7,275 | 302,280 | | Francis Ebong | | 150,038 | 144,967 | 32,275 | 327,280 | | Laurie S. Goodman | UC | 200,038 | 144,967 | 32,275 | 377,280 | | Daniel Houston | | 125,094 | 144,967 | 4,590 | 274,651 | | Moira Kilcoyne | CC | 175,038 | 144,967 | 7,275 | 327,280 | | Eileen Mallesch | AC | 175,038 | 144,967 | 7,275 | 327,280 | | Alexander S. Moczarski (4) | | 156,556 | 182,261 | 25,000 | 363,817 | | John M. Pasquesi * | EC | 260,038 | 144,967 | 137,275 | 542,280 | | Brian S. Posner | FC | 150,038 | 144,967 | 8,387 | 303,392 | | Eugene S. Sunshine | | 38 | — | 23,004 | 23,042 | | Neal Triplett | | 125,094 | 144,967 | 29,590 | 299,651 | | John D. Vollaro | | 500,000 | — | 92,949(6) | 592,949 |

  41. Director Compensation

    AC = Audit Committee Chair; CC = Compensation and Human Capital Committee Chair; EC = Executive Committee Chair; FC = Finance, Investment and Risk Committee Chair; NC = Nominating and Governance Committee Chair; UC = Underwriting Oversight Committee Chair * Chair of the Board

  42. Director Compensation

    | | 2026 PROXY STATEMENT | | 27 |

  43. Director Compensation

    (1)Each non-employee member of our Board is entitled to receive an annual cash retainer fee in the amount of $125,000. Each such director may elect to receive the retainer fee in the form of common shares instead of cash. If so elected, the number of shares distributed to the non-employee director will be equal to 100% of the amount of the annual retainer fee otherwise payable divided by the fair market value of our common shares (i.e., the closing price on the date of grant), and such shares vest immediately with any residual amounts not counting for a full share value to be paid on the grant date in cash. This column includes the annual retainer (whether paid in cash or, at the election of the director, in common shares) and the fees for service as Chair of the Board, committee chair and Audit Committee member. In addition, Mss. Goodman and Mallesch and Messrs. Ebong, Moczarski and Posner received their annual retainer fees in the form of cash and Ms. Kilcoyne and Messrs. Bunce, Houston and Triplett received their annual retainers in the form of 1,348 common shares. Additionally, Mr. Pasquesi received his annual retainer and Chair of the Board fee in shares, each in the form of 1,348 common shares. For the 2024-2025 annual period, Mr. Sunshine, who resigned from the Board effective May 7, 2025, received a $38 cash payment upon vesting of his May 2024 annual grant. The table below sets forth the fees payable to our chairs and Audit Committee members in addition to the annual retainer received for regular board service.

  44. Director Compensation

    | Committee Chair/Member | Annual Fee ($) | | Audit Committee Chair | 50,000 | | Audit Committee Member | 25,000 | | Chair of the Board | 125,000 | | Compensation and Human Capital Committee Chair | 25,000 | | Executive Committee Chair | 10,000 | | Finance, Investment and Risk Committee Chair | 25,000 | | Nominating and Governance Committee Chair | 25,000 | | Underwriting Oversight Committee Chair | 50,000 |

  45. Director Compensation

    Effective as of the 2026 Annual Meeting, the Chair of the Board fee will be $175,000. (2)Each year, the non-employee directors are granted a number of restricted shares equal to $145,000 divided by the fair market value of our common shares on the date of grant (i.e., the closing price on the first day of the annual period of compensation for the non-employee directors), and such shares will vest on the earlier of the one-year anniversary of grant date or the next annual general meeting of shareholders with any residual amounts not counting for a full share value to be paid in cash on the vesting date. The grant date fair value indicated in the table has been calculated in accordance with FASB ASC Topic 718 Compensation—Stock Compensation, using assumptions set forth in the notes accompanying our financial statements. See note 22, “Share-Based Compensation,” on pages 170-172 of the notes accompanying our consolidated financial statements included in our 2025 Annual Report. On May 7, 2025, each non-employee director, except for Mr. Moczarski as discussed in Footnote 4 below, received 1,564 restricted shares, which will vest on May 5, 2026. The aggregate number of share awards outstanding (i.e., unvested) as of December 31, 2025, for Mss. Goodman, Kilcoyne and Mallesch and Messrs. Bunce, Ebong, Houston, Moczarski, Pasquesi, Posner and Triplett was 1,564 common shares. Effective as of the 2026 Annual Meeting, each year, the non-employee directors will be granted a number of restricted shares equal to $195,000 divided by the fair market value of our common shares (i.e., the closing price on the first day of the annual period of compensation for the non-employee directors), and such shares will vest on the earlier of the one- year anniversary of grant date or the next annual general meeting of shareholders with any residual amounts not counting for a full share value to be paid in cash on the vesting date. (3)The amounts in the “All Other Compensation” column for Ms. Goodman and Messrs. Ebong, Moczarski, Pasquesi, Posner, Sunshine, Triplett and Vollaro consist of matching gifts made under the Company’s matching gift program. Under the matching gift program in 2025, the Company matched eligible contributions to qualified charitable organizations on a dollar- for-dollar basis, up to a maximum of $25,000 per calendar year. The Company made an aggregate of approximately $166,841 in matching contributions on behalf of the directors noted in the table above for 2025 which includes $25,000 each for Ms. Goodman and Messrs. Ebong, Moczarski, Pasquesi, Triplett and Vollaro, $15,729 for Mr. Sunshine and $1,112 for Mr. Posner, respectively. In addition, the amounts include the cash dividend payment in connection to the vesting of restricted shares as a result of the special dividend of $5.00 per common share we paid in December 2024 (the “Special Dividend”). Lastly, the amount for Mr. Pasquesi also includes HSR filing fees paid by the Company in the amount of $105,000. (4)On February 4, 2025, Mr. Moczarski joined the Board and received a pro-rated director fee and share award for the 2024-2025 annual period, as reflected in the table above. Mr. Moczarski received a pro-rated annual cash retainer fee in the amount of $31,507 and a pro-rated share award equal to $37,294 divided by the fair market value of our common shares on the date of grant, February 4, 2025 or 402 common shares. The shares vested on May 9, 2025. (5)On January 15, 2026, Mr. Vollaro informed the Company that he would not stand for re-election at the Annual Meeting. Mr. Vollaro’s employment agreement provides that he receive an annual base salary of $250,000 and a bonus determined by the Compensation and Human Capital Committee and the Board for his role as Senior Advisor of the Company. For 2025, Mr. Vollaro received a cash bonus of $250,000. A description of Mr. Vollaro’s employment agreement is included below. (6)The amount for Mr. Vollaro includes $41,945 in contributions to our defined contribution plan and the amount of matching gifts made under the Company’s matching gift program as indicated in Footnote 3 above. In addition, the total amount includes the payment for club dues and tax preparation services.

  46. Director Compensation

    | 28 | | 2026 PROXY STATEMENT | |

  47. Director Compensation

    Employment Agreement with John Vollaro On January 16, 2026, Mr. Vollaro informed the Company that he would not stand for re-election at the Annual Meeting. Mr. Vollaro subsequently entered into a retirement letter with the Company on March 10, 2026 pursuant to which Mr. Vollaro will retire from the Company effective June 30, 2026, and, in accordance with his employment agreement and the prescribed policies and programs of the Company, will receive base salary and benefits through June 30, 2026, a pro rata payment of the 2026 annual bonus award and company-paid group health plan coverage for a period of 12 months. Previously, our employment agreement with Mr. Vollaro provided for his employment as Senior Advisor of Arch Capital to continue until terminated by either party by providing at least six months’ prior written notice. His base salary was $250,000 per annum, and the target rate for his annual cash bonus was 100% of his annual base salary. Mr. Vollaro was eligible to receive share-based awards at the discretion of the Board and was also entitled to participate in employee benefit programs and other fringe benefits customarily provided to similarly situated senior executives. The Company would reimburse him for his reasonable expenses incurred traveling between Bermuda and the United States. He received no other compensation for his service as an advisor and director to the Company. Matters Relating to Director Share Ownership In an effort to further align the interests of the non- employee directors with the interests of shareholders, the Company has adopted: Share Ownership Guidelines: Share ownership guidelines require the directors to retain common shares having a value of at least five times their annual cash retainer fee within five years of their appointment (stock options and unvested restricted shares/units do not count toward the requirement). Each director is in compliance with our share ownership guidelines, or is expected to become compliant within the prescribed timeframe following his or her initial election to the Board. Share Holding Requirements: Until our non-employee directors meet their target ownership levels, they must retain an amount equal to 50% of the net profit shares received from Arch Capital’s equity awards. Net profit shares are the shares remaining after payment of taxes owed on vesting of restricted share or on vesting and payout under restricted share units. Under the director share holding requirements, net profit shares would also include shares remaining after payment of the exercise price of an option and taxes owed on exercise of options or on vesting and payout under performance shares, although our non-employee directors do not currently hold or receive Arch Capital performance shares or options. No Hedging Permitted: We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of the Company’s securities by directors, officers and employees, and as part of that policy, our directors, officers and employees are not permitted to engage in hedging activities with respect to Arch Capital’s common shares or any other publicly- traded equity or debt securities issued by Arch Capital or any of its subsidiaries. Specifically, they may not engage in short sales or in the purchases or sales of financial instruments or derivatives, including puts and calls, that hedge or offset any change in the market value of such securities. In addition, our officers, directors and other employees may not otherwise engage in transactions that are designed to, or have, the same effect.

  48. Director Compensation

    | | 2026 PROXY STATEMENT | | 29 |

  49. Executive Compensation Program Links Executive Pay to Performance

    | Element | 2025 Financial Goal Achievement | Resulting NEO Compensation | | Short-Term Annual Cash Incentive (STI) | Based on achievement of ROE target: ■For 2025, our target ROE was 13.34%, and our level of goal achievement was 125.3%, resulting in a STI payout factor of 200.0% of target. | ■Our CEO earned 200.0% of his target STI payout based on achievement of 2025 performance and his strategic goals described under “2025 Compensation Decisions for NEOs.” | | | ▪This payout aligns with the Company’s Operating ROE of 17.1% for 2025. | ■Our other NEOs earned on average 189.8% of their target STI payout based on achievement of 2025 performance and their strategic goals described under “2025 Compensation Decisions for NEOs.” | | Long-Term Incentive Performance Shares | Based on absolute growth in tangible book value per share (“TBVPS”) over a three-year period, supplemented by a TSR modifier: ■Our target TBVPS growth for the 2023-2025 period was 11% per annum, the same as it was for the prior performance share cycle (2022-2024). ■TBVPS growth from 2023-2025 was 33.65%, resulting in goal achievement of 200%. ■TSR over the three-year period was 56.3% and the resulting modifier to calculate the final payout was 100%. ■Final payout for the performance shares granted in February 2023 for the 2023-2025 performance period was 200%. | ■Our NEOs earned 200% of the performance shares vesting in March 2026 based on performance during the 2023-2025 period. |

  50. Executive Compensation Program Links Executive Pay to Performance

    For the 2025 Annual Long-Term Incentive Awards approved for our NEOs in March 2025, we continued to award 55% of the target value in performance shares, 25% in stock options and 20% in restricted shares. These awards strike an appropriate balance between accomplishing sustained financial performance objectives, aligning our executives’ interests with those of our shareholders, promoting share price growth and retaining the services of executives through three-year vesting periods.

  51. Shareholder Engagement and Results of Say-on-Pay Votes

    Shareholder Engagement and Results of Say-on-Pay Votes At our 2025 annual general meeting of shareholders, 84.7% of the votes cast approved the Company’s executive compensation program as described in the 2025 Proxy Statement. Although the level of support was lower than our historical say-on-pay voting percentages, we believe this result was likely due to the one-time outperformance equity awards granted on an exceptional basis in connection with our leadership transition in 2024. Nonetheless, the Compensation and Human Capital Committee believes this vote was still sufficiently strong enough to indicate that shareholders generally support our executive compensation program, which aligns with shareholders’ interests to support long-term value creation. We continue to engage with our shareholders and have received positive feedback over the years on our executive compensation program, including the metrics used in our annual and long-term incentive plans that align with Company strategy and shareholder value creation. We remain committed to considering feedback from our shareholders on our executive compensation program and practices.

  52. Shareholder Engagement and Results of Say-on-Pay Votes

    | CEO Target Mix of Pay | Other NEOs Target Mix of Pay | | As illustrated above for our CEO, 77% of target compensation was performance-based and 68% consists of long-term incentives. | As illustrated above for our other NEOs, 72% of target compensation was performance-based and 54% consists of long-term incentives. |

  53. Shareholder Engagement and Results of Say-on-Pay Votes

    2025 Performance at a Glance 1 Excludes the effects of stock options, restricted and performance share units outstanding. 2 See “Annex B—Non-GAAP Financial Measures.” 3 A higher GAAP combined ratio, a measure of underwriting performance, indicates a lower underwriting margin. Arch delivered record results in 2025, including $4.4 billion of net income available to Arch common shareholders (“Net Income”) and $3.7 billion of after-tax operating income. See “Annex B—Non-GAAP Financial Measures” for additional information on our non-GAAP measures. Strong contributions from all three of our underwriting segments once again demonstrated the strength of the Company’s diversified, global platform. In 2025, our Reinsurance segment delivered a record $1.6 billion of underwriting income, and our Insurance segment contributed $375 million of underwriting income—a 27% and 9% increase from 2024, respectively. Our Mortgage

  54. Shareholder Engagement and Results of Say-on-Pay Votes

    segment provided profitable diversification to our property and casualty (“P&C”) operations—delivering at least $1.0 billion of underwriting income for the fourth consecutive year. After several years of a sustained P&C hard market, underwriting conditions softened in many lines in 2025. Despite the more competitive underwriting environment, we increased our gross premiums written by 6.4% and net premiums written (“NPW”) by 4.7% from 2024. Investable assets were $47.4 billion at the end of 2025, a 14% increase from the $41.4 billion at the end of 2024. The “float” generated from premiums written over the last several years led to $1.6 billion of net investment income and an additional $504 million from equity method investments. The size, strength and quality of our investment portfolio should continue to provide a stable, recurring earnings stream that enhances Arch’s overall returns. Underwriting quality remained excellent with a consolidated combined ratio of 82.8% in 2025, a modest 30-basis point increase from 2024. This result ranked in the 89th percentile of our Performance Peer Group (refer to “How We Make Compensation Decisions”). Compared to our Performance Peer Group, our 2025 results reflected strong underlying performance across most key measures, with: (1) operating return on average common equity at the 58th percentile, (2) net income return on average common equity at the 80th percentile, and (3) growth in tangible book value per share at the 60th percentile. However, (4) TSR was at the 10th percentile for the year. Refer to “Long-Term Performance” discussion for additional information on our performance results and see “Annex B—Non-GAAP Financial Measures” for additional information on our non-GAAP measures.

  55. Book Value and Tangible Book Value per Common Share

    †Annualized growth rate from December 31, 2001 to December 31, 2025 including all accumulated special cash dividends paid to common shareholders. Excludes the effects of stock options, restricted and performance share units outstanding.

  56. Return on Equity

    ■Structure the majority of pay as performance-based, which is tied to rigorous financial, strategic and relative shareholder return performance goals. ■Align executive compensation with shareholder returns. ■Apply share ownership and holding guidelines. ■Discourage inappropriate risk-taking that is inconsistent with the long-term success of the Company. ■Require minimum vesting periods for equity awards. ■Include clawback provisions for all incentive-based compensation for executive officers. ■Include double-trigger change in control provisions in equity awards that are assumed by an acquirer. ■Prohibit hedging of our shares and limit the number and type of shares that can be pledged. ■Set the exercise price of our stock options at or above the closing share price on the grant date. ■Maintain a completely independent Compensation and Human Capital Committee that establishes our compensation practices. ■Engage an independent compensation consultant that reports directly to the Compensation and Human Capital Committee. ■Utilize a peer group approved by our Compensation and Human Capital Committee and Board to aid in the benchmarking of compensation and to assess our performance relative to similar companies. ■Engage with our shareholders.

  57. Return on Equity

    ■No repricing or reducing the exercise price of stock options. ■No exchanging out-of-the money stock options for cash or other property. ■No tax gross-ups provided to executive officers. ■No excise tax gross-up payments in connection with change in control payments. ■No guaranteed equity awards or bonuses for NEOs. ■No excessive or unusual perquisites. ■No uncapped short-term and long-term incentive payouts. ■No dividends paid on unvested/unearned restricted and performance share awards. Shareholder Engagement and Results of Say-on-Pay Votes At our 2025 annual general meeting of shareholders, approximately 84.7% of the votes cast approved the Company’s executive compensation program and the resulting compensation described in the 2025 Proxy Statement. Although the level of support was lower than our historical say-on-pay voting percentages, we believe this result was likely the result of the one-time outperformance equity grants made in connection with our leadership transition in 2024. No exceptional grants were made to our NEOs in 2025. Historically, we have received strong support from shareholders regarding our executive compensation program and, as a result, we have maintained the same performance-based components for our executive pay program used in

  58. Risk Management and Compensation Policies

    Risk Management and Compensation Policies In line with the Company’s requirements for managing risks associated with the Company’s compensation programs, the Compensation and Human Capital Committee seeks to ensure our executive compensation program does not encourage executives to take excessive risks that are inconsistent with the long-term success of the Company. We emphasize long-term results both in our short-term and long-term incentive programs. Under our short-term incentive program, each underwriting year is measured separately and results are calculated over a 10-year development period. Our long-term incentive program includes a substantial component of performance-based compensation earned based on achieved performance against preselected performance goals over a three-year performance period. Our compensation philosophy and governance features are also complemented by the following policies: (i) a clawback policy, (ii) a no hedging policy and (iii) share ownership guidelines and share holding requirements that are designed to align our compensation with long- term shareholder interests. See “Additional Compensation Policies and Practices” for further detail. We believe our approach to the evaluation of performance and the design of our compensation programs assist in mitigating excessive risk-taking that could harm our Company and believe there is no excessive risk inherent in our programs.

  59. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation and Human Capital Committee has sole authority to select, retain and terminate any consultants or advisors used to provide independent advice to it and evaluate executive compensation, including sole authority to approve the fees and any other retention terms for any such consultant or advisor. The Compensation and Human Capital Committee has engaged Pay Governance LLC (“Pay Governance”) as its independent executive compensation consultant to assist in establishing compensation policies and programs. During 2025, Pay Governance:

  60. Role of Compensation Consultant

    | 46 | | 2026 PROXY STATEMENT | |

  61. Role of Compensation Consultant

    ■Reviewed and advised the Compensation and Human Capital Committee on matters concerning compensation of our CEO and our other NEOs. ■Reported on all aspects of short-term and long-term compensation program design, including incentive mix. ■Assessed the companies in the Compensation and Performance Peer Groups for continued appropriateness. ■Reported on emerging trends and developments in executive compensation and corporate governance. ■Prepared formal presentations for the Compensation and Human Capital Committee regarding executive compensation. ■Conducted compensation benchmarking analysis for each of the Company’s senior executives. ■Evaluated the competitiveness of and advised on director compensation. Pay Governance did not provide any other services to the Company, and no fees were paid to Pay Governance except fees related to their services to the Compensation and Human Capital Committee. The Compensation and Human Capital Committee believes that Pay Governance is independent and no conflict of interest exists.

  62. Performance

    Performance For purposes of making compensation decisions and for evaluating our financial performance relative to peers, we used compensation and financial data derived from the Compensation Peer Group listed below. We annually review the companies in our Compensation Peer Group with our independent compensation consultant. Prior to the Compensation and Human Capital Committee making 2025 compensation decisions, the Compensation and Human Capital Committee conducted a formal review of the Compensation Peer Group, with assistance from Pay Governance, resulting in a recommendation to add The Allstate Corporation, whose asset size, market capitalization and line of businesses are comparable to Arch Capital. This resulted in a new peer group of 17 companies, which was approved by the Compensation and Human Capital Committee. The table below describes the multi-step filtering exercise used in the Compensation Peer Group selection process:

  63. Performance

    | Compensation Peer Group Selection Process | | | Step 1: Industry Filters | Select industries relative to Arch Capital’s business operations. | | Step 2: Size Filters | Filter companies based on revenue and asset size. | | Step 3: Additional Subjective Filters | Review business descriptions and additional financial measures. |

  64. Performance

    | Purpose of the Compensation Peer Group | | | Pay Comparisons | Determine competitive pay levels and identify differences from general industry market data. | | Compensation Structure | Provide benchmarks for compensation structure (pay mix, performance metrics, leverage, vehicles, etc.). | | | Use as a foundation or reference when making design changes to the compensation program. | | Performance Comparisons | Assess performance relative to companies facing similar business challenges. | | | Use as an input to setting incentive plan goals. | | Financial Performance | Company performance is measured in absolute terms, as well as versus prior year results, and in relative terms in comparison with the performance of peer companies in our Compensation Peer Group on the same financial metrics. |

  65. Performance

    | 2025 Compensation Peer Group | | The Allstate Corporation | | American Financial Group, Inc. | | Arthur J. Gallagher & Co. | | Assurant, Inc. | | AXIS Capital Holdings Limited | | Chubb Limited | | Cincinnati Financial Corporation | | CNA Financial Corporation | | Everest Group, Ltd. | | The Hanover Insurance Group, Inc. | | The Hartford Insurance Group, Inc. | | Markel Group Inc. | | Old Republic International Corporation | | RenaissanceRe Holdings Ltd. | | The Travelers Companies, Inc. | | W.R. Berkley Corporation | | Willis Towers Watson Public Limited Company |

  66. Performance

    The Compensation and Human Capital Committee utilizes a separate peer group to measure relative TSR performance in our performance share awards (the “Performance Peer Group”). There is significant overlap between the two peer groups, with 14 companies included in both groups, but there are differences that reflect the different purposes of the compensation and performance peer groups. The Compensation Peer Group is used primarily to benchmark our compensation against companies that we compete with for talent, while the Performance Peer Group is more focused on companies that participate in similar lines of business and appear to be valued similarly from a stock market perspective to more closely measure our relative TSR performance. In establishing the Performance Peer Group for 2025, the Compensation and Human Capital Committee, with assistance from Pay Governance, started with the 2024 Performance Peer Group and added American International Group, Inc. and Chubb Limited, resulting in the 20 companies listed below under “Elements of Compensation—Annual Long-Term Incentive Plan.” Elements of Compensation Program We have three primary elements of total direct compensation for our executive compensation program: base salary, short-term cash incentive and long-term incentive share-based awards, all of which are described below. We also provide standard retirement and benefit plans and limited perquisites customarily provided to expatriates residing in Bermuda.

  67. Short-Term Annual Cash Incentive

    Short-Term Annual Cash Incentive For each executive participant, target annual cash incentive award levels are established, stated as a percentage of base salary. These levels are influenced by external market data and adjusted as appropriate to take into consideration various factors such as consistent high performance and value delivery to the Company, internal equity, retention and succession. Short-term annual cash incentive award levels are designed to provide formulaic payouts to our senior executives and serve as a critical tool for rewarding the achievement of annual corporate and individual goals. Amounts are earned based on the attainment of quantitative and qualitative strategic accomplishments for the relevant year. The table below sets forth the established target bonus levels for our NEOs for 2025:

  68. Short-Term Annual Cash Incentive

    | 2025 NEO Target Short-Term Incentive Opportunity | | | | | Name | Base Salary | Target (%) | Target Bonus | | Nicolas Papadopoulo | $1,300,000 | 200% | $2,600,000 | | François Morin | $800,000 | 150% | $1,200,000 | | Maamoun Rajeh | $900,000 | 185% | $1,665,000 | | David E. Gansberg | $900,000 | 185% | $1,665,000 | | Christine Todd | $800,000 | 150% | $1,200,000 |

  69. Short-Term Annual Cash Incentive

    | 48 | | 2026 PROXY STATEMENT | |

  70. Annual Cash Incentives Tied to Performance

    Annual Cash Incentives Tied to Performance At the beginning of each annual performance period, the Compensation and Human Capital Committee approves the financial performance metrics and reviews the strategic goals that will be considered when determining the ultimate amount of the performance-based annual cash incentive awarded upon completion of the calendar year, including establishing specific targets, thresholds and maximums for each financial performance metric. Performance below the threshold would result in no payout related to the financial metrics. For 2025, financial performance metrics were given a weighting of 70% and strategic goals were given a weighting of 30%. The financial metrics are measured based on the financial performance achieved by each of the segments (i.e., Insurance, Reinsurance and Mortgage (collectively the “underwriting units”) as well as our investment unit) under our existing incentive compensation formula plans. Such plans typically base payouts on the achievement of ROE targets, reflecting the rate of return we earn on our capital, which supports our goal of growth in TBVPS, a critical factor in the market value of our shares and, as a result, the alignment of our executives’ compensation with shareholder returns. At the beginning of each underwriting year, the segment-level ROE scale, which establishes the threshold, target and maximum performance levels under the formula plans, is approved by the Compensation and Human Capital Committee. The threshold, target and maximum payout percentages as well as the 2025 underwriting year for the segment-level ROE scale are set forth in the following table:

  71. Annual Cash Incentives Tied to Performance

    | Level of Performance | Segment ROE Scale | Payout Factor | | Below Threshold | <7.50% | 0.0% | | Threshold | 7.50% | 30.0% | | Target | 13.34% | 100.0% | | Maximum | 20.01% | 200.0% |

  72. Annual Cash Incentives Tied to Performance

    Under the formula plans, for underwriting units, payouts are determined based on the unit’s performance during the current calendar year across all open underwriting years (typically the last 10 years), evaluated against the applicable ROE scale and target developed for each such underwriting year and applied over its respective development period (again, typically 10 years). For the investment unit, awards are derived from the unit’s performance as measured by our investment returns compared to the applicable benchmark index over the past one, three and five years. Strategic goals are designed to incentivize participants to achieve corporate objectives that cannot be measured by financial metrics and are approved by the Compensation and Human Capital Committee at the beginning of each year. Performance against strategic goals is evaluated by the Compensation and Human Capital Committee at the conclusion of the calendar year. The strategic goals for each of our NEOs for 2025 are discussed below under “2025 Compensation Decisions for NEOs.”

  73. Performance Criteria

    | Performance Criteria | Measurement | | Weights for Corporate Executives | Weights for Unit Executives | Range of Payout Percentages | | Financial Metrics —Group Level | The incentive compensation payout multiple at the group level is based on each of the underwriting units’ incentive compensation formula plan multiples and is determined as follows: | | 70% | 30% for Reinsurance, Mortgage and Insurance 20% for Investments | 0–200% | | | 1. | Convert the payout levels for each unit to an ROE- equivalent, which is inferred1 using the current underwriting year’s ROE scale. | | | | | | 2. | Derive a group-wide ROE supporting the incentive compensation formula plans using the unit-specific inferred ROEs, weighted by the capital allocated (or deployed) to each underwriting unit. | | | | | | 3. | Compare the group-wide ROE to the target level ROE for the current year in order to assess the relative performance of the group. | | | | | | 4. | Compute the group-level payout multiple using the applicable scale. | | | | | Financial Metrics —Segment Level | The incentive compensation payout level for each unit executive measured under this category is equal to his respective unit’s incentive compensation formula plan multiple (total bonus payout dollars for the unit for the current year expressed as a percentage of the aggregate target bonus pool for the unit for the current year), as described in “Annual Cash Incentives Tied to Performance” above. | | 0% | 40% for Reinsurance, Mortgage and Insurance 50% for Investments | 0–200% | | Strategic Goals2 | Based on each executive’s year-end performance evaluation measuring the achievement of strategic objectives. | | 30% | 30% | 0–250% | | Total | | | 100% | 100% | 0–200% |

  74. Performance Criteria

    1An ROE equivalent for a given unit is inferred by determining the ROE that would be required under the current underwriting year’s ROE scale to produce a payout multiple equal to the unit’s actual incentive compensation formula plan payout. 2For the strategic criteria, payout percentages over 200% may only be used if the overall financial criteria payout percentage is 100% (i.e., target level of performance) or higher. The overall maximum bonus payment cannot exceed 200% of the target amount.

  75. 2025 Year ROE Scale/Financial Goals/Payout Scale

    2025 Year ROE Scale/Financial Goals/Payout Scale Each year, in connection with setting the current year’s threshold, target and maximum ROE measures, the Compensation and Human Capital Committee reviews prevailing financial and economic conditions and uncertainties, the current interest rate environment and peer analysis. The Compensation and Human Capital Committee endeavors to set target ROE measures that are rigorous and responsive to the continued challenging environment in the insurance, reinsurance and mortgage industry and that deliver a pay-for-performance culture. For 2025, the Compensation and Human Capital Committee set the ROE target at 13.34%, down from 13.69% in 2024, due to fluctuation in risk-free interest rate from which our ROE target is derived. The two tables below show the payout scale at the threshold, target and maximum levels for each level of ROE financial goal achievement required at the group and segment levels.

  76. 2025 Year ROE Scale/Financial Goals/Payout Scale

    | Range of Payouts as % of Target - Financial Goals - Group Level | Threshold | Target | Maximum | | Payout as a % of Target1 | 20% | 100% | 200% | | Level of Goal Achievement Required | 85% | 100% | 115% |

  77. 2025 Year ROE Scale/Financial Goals/Payout Scale

    | Range of Payouts as % of Target - Financial Goals - Segment Level | Threshold | Target | Maximum | | Payout as a % of Target1 | 20% | 100% | 200% | | Level of Goal Achievement Required | 50% | 100% | 150% |

  78. 2025 Year ROE Scale/Financial Goals/Payout Scale

    1Payout for performance achievement between stated levels is interpolated on a straight-line basis. The table below shows the payout percentages at each performance rating for strategic performance criteria:

  79. 2025 Year ROE Scale/Financial Goals/Payout Scale

    | Strategic Performance Rating | Payout1 | | Exceptional Year | 250% | | Very Strong Year | 150% | | Successful Year | 100% | | Mixed Year | 50% | | Unsuccessful Year | 0% |

  80. 2025 Year ROE Scale/Financial Goals/Payout Scale

    1For the strategic criteria (30% weighting), payout modifiers over 200% may only be used if the overall financial goals (70% weighting) achieve the target level of performance or higher. Also, maximum payout as a percentage of target is capped at 200%. See “2025 Compensation Decisions for NEOs” for details of annual short-term cash incentives paid to the NEOs and discussion of the strategic goals.

  81. 2025 Year ROE Scale/Financial Goals/Payout Scale

    | | 2026 PROXY STATEMENT | | 51 |

  82. Annual Long-Term Incentive Plan

    Annual Long-Term Incentive Plan Overview The Company grants long-term equity-based incentive awards to link the compensation of our NEOs directly to corporate performance over the long term and to align the interests of executives to our shareholders. A majority of the economic value for our NEO compensation is granted in performance-based vehicles. The mix of long- term awards granted under our annual Long-Term Incentive Plan is approximately (i) 80% performance- based, consisting of 55% performance shares and 25% stock options and (ii) 20% time-based restricted shares. The performance shares are subject to both service-based and performance-based vesting conditions and directly link pay with performance to create shareholder alignment. The stock options also align executives’ interests with those of shareholders and focus on driving share price. Time-based restricted shares promote direct retention and shareholder alignment. These awards make up a significant component of total direct compensation, and we believe that the combination of awards supports our pay-for-performance philosophy by encouraging long-term performance and shareholder value creation. Long-term incentive award grants are generally made annually at the beginning of each year, and the performance shares have three-year overlapping performance periods. In addition, during the year, additional equity awards may be granted for critical retention situations, newly hired employees and special recognition. No exceptional grants were made to our NEOs in 2025. The summary below describes the vesting conditions and other relevant data relating to the annual long-term equity program.

  83. Annual Long-Term Incentive Plan

    | Annual Long-Term Incentive Plan Awards | | | | | | Performance Shares 55% of Economic Value | | Stock Options 25% of Economic Value | | Restricted Shares 20% of Economic Value | | Performance Period: Three years. Underlying Value: Denoted in shares of Arch Capital. Metrics: Starting in 2024, Adjusted Tangible Book Value per common share growth over the three-year performance period, with a TSR modifier of +/- 25%, relative to the TSR of our Performance Peer Group as discussed within “How We Make Compensation Decisions—Selected Competitors” and as shown below. Opportunities: Pre-established threshold, target and maximum opportunities (e.g., 50%, 100%, 200%). TSR modifier cannot result in actual opportunities exceeding 200% but can result in awards falling below 50%. Below threshold performance results in 0% shares earned. Payout: Earned shares vest in March following the end of the performance period, with the number of vested shares dependent upon the level of goal achievement. Dividends: Accrue and are paid out upon vesting. | + | Vesting: Three-year ratable commencing on the first anniversary of the grant date. Underlying Value: Denoted in non-qualified stock options evaluated using the Black-Scholes methodology. Exercise Price: Equal to or exceeds the closing share price on the grant date. Life: 10-year maximum term. Black-Scholes Methodology: The grant date fair value is calculated in accordance with the Black-Scholes model. The expected life assumption for annual option grants (i.e., not the options related to the one- time outperformance awards granted in 2024) is based on the Company’s historical exercise experience of six years (of a 10-year maximum term). | + | Vesting: Three-year ratable commencing on the first anniversary of the grant date. Underlying Value: Denoted in shares of Arch Capital. Payout: In shares. Dividends: Accrue and are paid out upon vesting. |

  84. Annual Long-Term Incentive Plan

    | 52 | | 2026 PROXY STATEMENT | |

  85. Annual Long-Term Incentive Plan

    Starting in 2024, the financial metric against which we measure Company performance under our performance shares is based on growth in adjusted tangible book value per common share (“ATBVPS”). ATBVPS is our TBVPS excluding accumulated other comprehensive income (loss) (“AOCI”), net of deferred income tax related to AOCI, as presented on the Company’s balance sheet. We believe that consistent ATBVPS growth over time is an indication of effective and prudent use of capital, resulting in the creation of shareholder value over time. We also believe that performance in relation to our Performance Peer Group is important in evaluating our long-term performance. Accordingly, we have incorporated a relative TSR modifier into the design of our performance shares for several reasons, most significantly due to its likely correlation to long-term growth in ATBVPS and direct correlation with shareholder returns over the performance period. The table below lists the 2025 Performance Peer Group:

  86. Annual Long-Term Incentive Plan

    | 2025 Performance Peer Group | | American Financial Group, Inc. | | American International Group, Inc. | | Assurant, Inc. | | AXIS Capital Holdings Limited | | Chubb Limited | | Cincinnati Financial Corporation | | CNA Financial Corporation | | Essent Group Ltd. | | Everest Group, Ltd. | | Fairfax Financial Holdings Limited | | The Hanover Insurance Group, Inc. | | The Hartford Insurance Group, Inc. | | Markel Group Inc. | | MGIC Investment Corporation | | Old Republic International Corporation | | Radian Group Inc. | | RenaissanceRe Holdings Ltd. | | Selective Insurance Group, Inc. | | The Travelers Companies, Inc. | | W.R. Berkley Corporation |

  87. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards The Compensation and Human Capital Committee endeavors to set rigorous goals for the performance share awards. The awards granted in 2025 will pay out at target if our ATBVPS grows at an 11% annual rate over the three-year period. As noted above, the resulting vesting level is secondarily modified by the relative TSR modifier. Earned awards can increase by up to 25% if the Company’s TSR over the three-year period ranks between the 65th and 80th percentiles of the Performance Peer Group, or decrease by up to 25% if the Company’s TSR over the three-year period falls between the 20th and 35th percentile of the Performance Peer Group. Awards are not modified if TSR performance is between the 35th and 65th percentiles. The maximum number of shares that can be earned is 200% of target. The table below sets forth the threshold, target and maximum performance levels for ATBVPS with respect to performance shares granted in 2025:

  88. 2025 Long-Term Incentive Awards

    | Level of Performance | Growth in ATBVPS | Shares Earned as a % of Target | | Below Threshold | <6% | 0% | | Threshold | 6% | 50% | | Target | 11% | 100% | | Maximum | 16% | 200% |

  89. 2025 Long-Term Incentive Awards

    | | 2026 PROXY STATEMENT | | 53 |

  90. 2025 Long-Term Incentive Awards

    2025 Compensation Decisions for Named Executive Officers

  91. 2025 Short-Term Annual Cash Incentive

    2025 Short-Term Annual Cash Incentive

  92. Plan Payout

    Plan Payout The group financial performance metrics represent the weighted average results under the plan formula for the Insurance, Reinsurance, Mortgage and Investment units determined for 2025. The level of goal achievement for the group during 2025 for open underwriting years was 125.3% of the target goal, exceeding the maximum Level of Goal Achievement Required of 115.0% as indicated in “Elements of Compensation Program—2025 Year ROE Scale/Financial Goals/Payout Scale,” which resulted in a payout factor of 200.0% of target opportunity for the group financial goal portion of the annual cash incentive award. The level of goal achievement for the individual units under the financial goal portion of the annual cash incentive award for the open underwriting years was 127.0%, 147.4%, 142.3% and 137.5% of target performance for the Insurance, Reinsurance, Mortgage and Investment segments, respectively, resulting in payout factors of 153.9%, 194.8%, 184.7% and 175.0% of target opportunity, respectively. The strategic performance results, which make up 30% of the calculation, are highlighted in the following pages covering each individual NEOs’ compensation.

  93. 2025 Long-Term Annual Incentive Plan Award

    2025 Long-Term Annual Incentive Plan Award The Compensation and Human Capital Committee sets award targets for long-term incentive compensation for our NEOs based, in part, on Compensation Peer Group analysis and extensive review of competitive benchmarking data. For 2025 annual awards, the targeted values of the awards, stated as a percentage of base salary, are summarized in the table below:

  94. 2025 Long-Term Annual Incentive Plan Award

    | Name | 2025 Target Grant Value for March 2025 Award (% of Base Salary)1 | | Nicolas Papadopoulo | 560% | | François Morin | 275% | | Maamoun Rajeh | 382% | | David E. Gansberg | 382% | | Christine Todd | 215% |

  95. 2025 Long-Term Annual Incentive Plan Award

    (1) Long-Term incentive target was increased for Mr. Morin as discussed in the “2025 Compensation Decisions page for Mr. Morin.”

  96. 2023-2025 Performance Shares Plan Payout

    2023-2025 Performance Shares Plan Payout As stated above, the Company uses performance shares as part of its Long‐Term Incentive Compensation Plan (“LTI Plan”). Under the terms of the LTI Plan, the final number of shares ultimately earned by the eligible executives is a function of the absolute growth in the TBVPS of the Company’s common shares over a three-year performance period, supplemented by a TSR modifier. The starting TBVPS for the 2023 grants was $25.85, which was adjusted for the impact of the Company’s Special Dividend by $4.60 from $30.45. At the end of 2025, the TBVPS grew to $61.71, a 33.65% annualized increase over the performance period, resulting in a payout percentage of 200%, based on TBVPS growth. Based on Arch Capital’s TSR over the three‐year performance period of 56.3%, which placed it in the 38.9th percentile of our Performance Peer Group, the resulting TSR multiplier was 100.0%.

  97. 2023-2025 Performance Shares Plan Payout

    | Annual Change in TBVPS | Payout Percentage | TSR Percentile | Share Modifier | | <6% | 0% | ≤20% | 75% | | 6% | 50% | 35% | 100% | | 11% | 100% | 65% | 100% | | ≥16% | 200% | ≥80% | 125% | | Actual Payout | | | | | 33.7% | 200% | 38.9th | 100% |

  98. 2023-2025 Performance Shares Plan Payout

    Based on the two calculations above, the indicated final payout was 200% for the performance shares granted in 2023 that vested on March 4, 2026.

  99. 2023-2025 Performance Shares Plan Payout

    | | 2026 PROXY STATEMENT | | 55 |

  100. 2023-2025 Performance Shares Plan Payout

    | COMPENSATION DECISIONS | | | | | | | | | Nicolas Papadopoulo, Chief Executive Officer and Class III Director, Arch Capital | | | | | | | | | Base Salary, Short- and Long-Term Incentive Target | | | | | | | | | Mr. Papadopoulo’s base salary, short-term incentive target and long-term incentive target were increased in October 2024 effective with his promotion to CEO and did not change in 2025. For 2026 compensation decisions, the Compensation and Human Capital Committee reviewed and benchmarked Mr. Papadopoulo’s compensation against the Company’s Compensation Peer Group and effective January 1, 2026, his base salary was increased to $1,365,000 from $1,300,000, his short-term incentive target was increased to 270% from 200% and his long-term incentive target increased to 785% from 560%. | | | | | | | | | Short-Term Cash Incentive | | | | | | | | | The Compensation and Human Capital Committee reviewed Mr. Papadopoulo’s performance against his strategic goals, which resulted in a payout factor of 200.0% on the portion of his bonus that was based on strategic performance. | | | | | | | | | 2025 STI Metric | | | Payout Factor | x Weighting | = Adjusted Weighting | x Target Bonus | = Bonus Payout (Max 2x) | | Financial Performance—Group | | | 200.0% | 70.0% | 140.0% | $2,600,000 | $3,640,000 | | Strategic Performance | | | 200.0% | 30.0% | 60.0% | | 1,560,000 | | TOTAL | | | | 100.0% | 200.0% | | $5,200,000 | | Long-Term Incentive | | | | | | | | | On February 27, 2025, the Compensation and Human Capital Committee approved the annual award based on his target of 560% of salary summarized in the table below. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned. | | | | | | | | | | Performance Shares | | Stock Options | | Time-Based Restricted Shares | | | | Grant Date | Target Number of Shares | Value1 | Number of Options | Value1 | Number of Shares | Value1 | Total Value of 2025 Award | | Mar. 4, 2025 | 43,583 | $4,003,970 | 56,073 | $1,820,186 | 15,848 | $1,455,956 | $7,280,112 | | 2023-2025 Performance Share Cycle Vesting | | | | | | | | | As described under “2025 Compensation Decisions for NEOs—2023-2025 Performance Shares Plan Payout,” the indicated final payout was 200.0% for the performance shares granted in 2023, earned based on the 2023 to 2025 performance cycle and vested on March 4, 2026. | | | | | | | | | 2023 Grant (Target) | Approved Payout Factor | | Total Vested | Shares Earned Above Target | | Value of Adjustment to Target Shares at 12/31/20252 | | | 23,337 | 200.0% | | 46,674 | 23,337 | | $2,238,485 | | | 1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “2025 Summary Compensation Table” and “2025 Grants of Plan-Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “2025 Summary Compensation Table” and “2025 Grants of Plan-Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2025 closing share price of Arch Capital, which was $95.92. | | | | | | | |

  101. 2023-2025 Performance Shares Plan Payout

    | 56 | | 2026 PROXY STATEMENT | |

  102. 2023-2025 Performance Shares Plan Payout

    | François Morin, Executive Vice President, Chief Financial Officer and Treasurer, Arch Capital | | | | | | | | | Base Salary, Short- and Long-Term Incentive Target | | | | | | | | | In January 2025, Mr. Morin received an increase to his long-term incentive target to 275% from 230%. There were no changes to his base salary or his short-term incentive target. For 2026 compensation decisions, the Compensation and Human Capital Committee reviewed and benchmarked Mr. Morin’s compensation against the Company’s Compensation Peer Group and effective January 1, 2026, his base salary was increased to $850,000 from $800,000, his short-term incentive target was increased to 175% from 150% and his long-term incentive target was increased to 315% from 275%. | | | | | | | | | Short-Term Cash Incentive | | | | | | | | | The Compensation and Human Capital Committee reviewed Mr. Morin’s performance against his strategic goals, which resulted in a payout factor of 200.0% on the portion of his bonus that was based on strategic performance. | | | | | | | | | 2025 STI Metric | | | Payout Factor | x Weighting | = Adjusted Weighting | x Target Bonus | = Bonus Payout (Max 2x) | | Financial Performance—Group | | | 200.0% | 70.0% | 140.0% | $1,200,000 | $1,680,000 | | Strategic Performance | | | 200.0% | 30.0% | 60.0% | | 720,000 | | TOTAL | | | | 100.0% | 200.0% | | $2,400,000 | | Long-Term Incentive | | | | | | | | | On February 27, 2025, the Compensation and Human Capital Committee approved the annual award based on his target of 275% of salary summarized in the table below. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned. | | | | | | | | | | Performance Shares | | Stock Options | | Time-Based Restricted Shares | | | | Grant Date | Target Number of Shares | Value1 | Number of Options | Value1 | Number of Shares | Value1 | Total Value of 2025 Award | | Mar. 4, 2025 | 13,171 | $1,210,020 | 16,945 | $550,052 | 4,789 | $439,965 | $2,200,037 | | 2023-2025 Performance Share Cycle Vesting | | | | | | | | | As described under “2025 Compensation Decisions for NEOs—2023-2025 Performance Shares Plan Payout,” the indicated final payout was 200.0% for the performance shares granted in 2023, earned based on the 2023 to 2025 performance cycle and vested on March 4, 2026. | | | | | | | | | 2023 Grant (Target) | Approved Payout Factor | | Total Vested | Shares Earned Above Target | | Value of Adjustment to Target Shares at 12/31/20252 | | | 13,716 | 200.0% | | 27,432 | 13,716 | | $1,315,639 | | | 1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “2025 Summary Compensation Table” and “2025 Grants of Plan—Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “2025 Summary Compensation Table” and “2025 Grants of Plan—Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2025 closing share price of Arch Capital, which was $95.92. | | | | | | | |

  103. 2023-2025 Performance Shares Plan Payout

    | | 2026 PROXY STATEMENT | | 57 |

  104. 2023-2025 Performance Shares Plan Payout

    | Maamoun Rajeh, President, Arch Capital | | | | | | | | | Base Salary, Short- and Long-Term Incentive Target | | | | | | | | | Effective with his promotion to President in November 2024, Mr. Rajeh’s base salary was increased to $900,000 from $850,000, his short-term incentive target was increased to 185% from 165% and his long- term incentive target increased to 382% from 300%. His target compensation did not change in 2025. For 2026 compensation decisions, the Compensation and Human Capital Committee reviewed and benchmarked Mr. Rajeh’s compensation and no adjustments were made. | | | | | | | | | Short-Term Cash Incentive | | | | | | | | | The Compensation and Human Capital Committee reviewed Mr. Rajeh’s performance against his strategic goals, which resulted in a payout factor of 200.0% on the portion of his bonus that was based on strategic performance. | | | | | | | | | 2025 STI Metric | | | Payout Factor | x Weighting | = Adjusted Weighting | x Target Bonus | = Bonus Payout (Max 2x) | | Financial Performance—Group | | | 200.0% | 30.0% | 60.0% | $1,665,000 | $999,000 | | Financial Performance—Segment | | | 175.8% | 40.0% | 70.3% | | 1,170,800 | | Strategic Performance | | | 200.0% | 30.0% | 60.0% | | 999,000 | | TOTAL | | | | 100.0% | 190.3% | | $3,168,800 | | Long-Term Incentive | | | | | | | | | On February 27, 2025, the Compensation and Human Capital Committee approved the annual award based on his target of 382% of salary summarized in the table below. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned. | | | | | | | | | | Performance Shares | | Stock Options | | Time-Based Restricted Shares | | | | Grant Date | Target Number of Shares | Value1 | Number of Options | Value1 | Number of Shares | Value1 | Total Value of 2025 Award | | Mar. 4, 2025 | 20,582 | $1,890,868 | 26,481 | $859,600 | 7,484 | $687,555 | $3,438,023 | | 2023-2025 Performance Share Cycle Vesting | | | | | | | | | As described under “2025 Compensation Decisions for NEOs—2023-2025 Performance Shares Plan Payout,” the indicated final payout was 200.0% for the performance shares granted in 2023, earned based on the 2023 to 2025 performance cycle and vested on March 4, 2026. | | | | | | | | | 2023 Grant (Target) | Approved Payout Factor | | Total Vested | Shares Earned Above Target | | Value of Adjustment to Target Shares at 12/31/20252 | | | 14,273 | 200.0% | | 28,546 | 14,273 | | $1,369,066 | | | 1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “2025 Summary Compensation Table” and “2025 Grants of Plan—Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “2025 Summary Compensation Table” and “2025 Grants of Plan—Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2025 closing share price of Arch Capital, which was $95.92. | | | | | | | |

  105. 2023-2025 Performance Shares Plan Payout

    | 58 | | 2026 PROXY STATEMENT | |

  106. 2023-2025 Performance Shares Plan Payout

    | David E. Gansberg, President, Arch Capital | | | | | | | | | Base Salary, Short- and Long-Term Incentive Target | | | | | | | | | Effective with his promotion to President in November 2024, Mr. Gansberg’s base salary was increased to $900,000 from $850,000, his short-term incentive target was increased to 185% from 165% and his long-term incentive target increased to 382% from 300%. His target compensation did not change in 2025. For 2026 compensation decisions, the Compensation and Human Capital Committee reviewed and benchmarked Mr. Gansberg’s compensation and no adjustments were made. | | | | | | | | | Short-Term Cash Incentive | | | | | | | | | The Compensation and Human Capital Committee reviewed Mr. Gansberg’s performance against his strategic goals, which resulted in a payout factor of 180.0% on the portion of his bonus that was based on strategic performance. | | | | | | | | | 2025 STI Metric | | | Payout Factor | x Weighting | = Adjusted Weighting | x Target Bonus | = Bonus Payout (Max 2x) | | Financial Performance—Group | | | 200.0% | 30.0% | 60.0% | $1,665,000 | $999,000 | | Financial Performance—Segment | | | 175.8% | 40.0% | 70.3% | | 1,170,800 | | Strategic Performance | | | 180.0% | 30.0% | 54.0% | | 899,100 | | TOTAL | | | | 100.0% | 184.3% | | $3,068,900 | | Long-Term Incentive | | | | | | | | | On February 27, 2025, the Compensation and Human Capital Committee approved the annual award based on his target of 382% of salary summarized in the table below. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned. | | | | | | | | | | Performance Shares | | Stock Options | | Time-Based Restricted Shares | | | | Grant Date | Target Number of Shares | Value1 | Number of Options | Value1 | Number of Shares | Value1 | Total Value of 2025 Award | | Mar. 4, 2025 | 20,582 | $1,890,868 | 26,481 | $859,600 | 7,484 | $687,555 | $3,438,023 | | 2023-2025 Performance Share Cycle Vesting | | | | | | | | | As described under “2025 Compensation Decisions for NEOs—2023-2025 Performance Shares Plan Payout,” the indicated final payout was 200.0% for the performance shares granted in 2023, earned based on the 2023 to 2025 performance cycle and vested on March 4, 2026. | | | | | | | | | 2023 Grant (Target) | Approved Payout Factor | | Total Vested | Shares Earned Above Target | | Value of Adjustment to Target Shares at 12/31/20252 | | | 14,273 | 200.0% | | 28,546 | 14,273 | | $1,369,066 | | | 1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “2025 Summary Compensation Table” and “2025 Grants of Plan—Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “2025 Summary Compensation Table” and “2025 Grants of Plan—Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2025 closing share price of Arch Capital, which was $95.92. | | | | | | | |

  107. 2023-2025 Performance Shares Plan Payout

    | | 2026 PROXY STATEMENT | | 59 |

  108. 2023-2025 Performance Shares Plan Payout

    | Christine Todd, Chief Investment Officer, Arch Capital | | | | | | | | | Base Salary, Short- and Long-Term Incentive Target | | | | | | | | | Ms. Todd received an increase to base salary, short-term incentive target and long-term incentive target in January 2024, with no adjustments in 2025. For 2026 compensation decisions, the Compensation and Human Capital Committee reviewed and benchmarked Ms. Todd’s compensation and increased her long-term incentive target to 250% from 215%. | | | | | | | | | Short-Term Cash Incentive | | | | | | | | | The Compensation and Human Capital Committee reviewed Ms. Todd’s performance against her strategic goals, which resulted in a payout factor of 190.0% on the portion of her bonus that was based on strategic performance. | | | | | | | | | 2025 STI Metric | | | Payout Factor | x Weighting | = Adjusted Weighting | x Target Bonus | = Bonus Payout (Max 2x) | | Financial Performance—Group | | | 200.0% | 20.0% | 40.0% | $1,200,000 | $480,000 | | Financial Performance—Segment | | | 175.0% | 50.0% | 87.5% | | 1,050,000 | | Strategic Performance | | | 190.0% | 30.0% | 57.0% | | 684,000 | | TOTAL | | | | 100.0% | 184.5% | | $2,214,000 | | Long-Term Incentive | | | | | | | | | On February 27, 2025, the Compensation and Human Capital Committee approved the annual award based on her target of 215% of salary summarized in the table below. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned. | | | | | | | | | | Performance Shares | | Stock Options | | Time-Based Restricted Shares | | | | Grant Date | Target Number of Shares | Value1 | Number of Options | Value1 | Number of Shares | Value1 | Total Value of 2025 Award | | Mar. 4, 2025 | 10,297 | $945,985 | 13,248 | $430,043 | 3,744 | $343,961 | $1,719,989 | | 2023-2025 Performance Share Cycle Vesting | | | | | | | | | As described under “2025 Compensation Decisions for NEOs—2023-2025 Performance Shares Plan Payout,” the indicated final payout was 200.0% for the performance shares granted in 2023, earned based on the 2023 to 2025 performance cycle and vested on March 4, 2026. | | | | | | | | | 2023 Grant (Target) | Approved Payout Factor | | Total Vested | Shares Earned Above Target | | Value of Adjustment to Target Shares at 12/31/20252 | | | 12,523 | 200.0% | | 25,046 | 12,523 | | $1,201,206 | | | 1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “2025 Summary Compensation Table” and “2025 Grants of Plan—Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “2025 Summary Compensation Table” and “2025 Grants of Plan—Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2025 closing share price of Arch Capital, which was $95.92. | | | | | | | |

  109. 2023-2025 Performance Shares Plan Payout

    | 60 | | 2026 PROXY STATEMENT | |

  110. 2023-2025 Performance Shares Plan Payout

    2026 Long-Term Incentive Awards In March 2026, and as will be described in more detail in the 2027 Proxy Statement, the Company made its annual long-term incentive grants in the form of performance shares, stock options and time-based restricted shares to the NEOs, consistent with the Company’s annual long- term awards made in prior years. Similar to the annual cycle long-term incentive awards granted in 2025 and, as described in “2025 Compensation Decisions for NEOs,” the Company granted 55% in performance shares (measured by economic value), 25% in stock options and 20% in time-based restricted shares in March 2026. Beginning with the 2026 Long-Term Incentive Awards, the maximum number of performance shares that can be earned will be 250% of target. The Compensation and Human Capital Committee sets award targets for long-term incentive compensation for our NEOs based, in part, on Compensation Peer Group analysis, extensive review of competitive benchmarking data and an evaluation of performance. As discussed in “2025 Compensation Decisions for NEOs,” the Compensation and Human Capital Committee increased the long-term incentive target for Messrs. Papadopoulo and Morin and Ms. Todd. For the 2026 annual cycle grants, each of the NEOs received the following:

  111. 2023-2025 Performance Shares Plan Payout

    | Name | 2026 Target (% of Base Salary) | March 2026 Annual Cycle Grants | | Nicolas Papadopoulo | 785% | $10,710,000 | | François Morin | 315% | $2,677,500 | | Maamoun Rajeh | 382% | $3,438,000 | | David E. Gansberg | 382% | $3,438,000 | | Christine Todd | 250% | $2,000,000 |

  112. Additional Compensation Policies and Practices

    Additional Compensation Policies and Practices Arch Capital’s compensation philosophy and related governance features are complemented by its compensation policies and practices designed to align our compensation with long-term shareholder interests and discourage excessive risk taking, including the following: Clawback Policy The Company has a clawback policy covering all executive officers, including our CEO. This policy provides that, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Compensation and Human Capital Committee will review all cash and equity incentive-based compensation that was paid to current or former executive officers during the three-year period preceding the required restatement. If any such incentive-based compensation would have been lower as a result of the restated financial results, the Compensation and Human Capital Committee would seek the reimbursement of the incremental portion of the incentive-based compensation in excess of the compensation that would have been paid based on the restated financial results. This policy is to be interpreted in accordance with the applicable rules of Nasdaq (or any other securities exchange on which our common shares are listed from time to time). Equity Grant Procedures The Compensation and Human Capital Committee approves equity awards for our NEOs on or before the date of grant, and it is the Compensation and Human Capital Committee’s general practice to approve annual equity awards in February of each year. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally, the date of grant for equity awarded to our NEOs is during an open quarterly trading window period under the Insider Trading Policy or when the Company otherwise has no material non-public information. The Company does not permit the timed disclosure of material non-public information for the purpose of affecting the value of executive compensation. Use of Company Aircraft The Company owns aircraft to support its senior executive officers’ efficiency in the performance of their duties. Use of Company aircraft provides a secure and efficient mode of travel for senior executive officers and enables them to prioritize our business and use travel time productively for the Company’s benefit. Pursuant to Company policy, Company aircraft may be used for business purposes by our CEO and any officer, employee or guest specifically authorized by the CEO to use the aircraft. Effective October 1, 2025, the Board approved, as part of its policy, an annual allowance of $100,000 for use of aircraft by the CEO for non-business travel, which was pro-rated to $25,000 for 2025. On an infrequent basis, our CEO may be accompanied by his spouse on the aircraft and may use the aircraft for incidental non-

  113. Additional Compensation Policies and Practices

    business travel, provided that he reimburse the Company for the aggregate incremental cost in excess of the allowance, but in no event more than the maximum amount permitted under FAA regulations. Share Ownership Guidelines In an effort to further align the interests of the Executive Leadership Team with the interests of shareholders, the Company has share ownership guidelines that require these executives to maintain designated ownership levels of Arch Capital common shares. Specifically, these guidelines require common share ownership levels as follows: (1) CEO of Arch Capital—six times base salary, and (2) NEOs and other executives who file reports under Section 16 of the Exchange Act—four times base salary. Each executive has five years to comply with the guidelines from the date of appointment or promotion to the role. Unvested restricted shares and shares subject to unvested restricted share units which, in either case, vest solely based on time and continued employment, will be counted toward the target ownership level. Unvested performance restricted shares and shares subject to unvested performance restricted share units will not be counted toward the target ownership level. Shares subject to stock options also do not count toward the requirement. All of our NEOs are in compliance with our share ownership guidelines. See also “Director Compensation—Matters Relating to Director Share Ownership” for a description of share ownership guidelines that require our non-employee directors to maintain designated levels of ownership of common shares of Arch Capital. Share Holding Requirements for Executives To ensure that each of our senior executives meets our share ownership guidelines, the Company requires that each senior executive retain 50% of the net profit shares received from Company equity awards until the executive meets target ownership levels. Net profit shares are the shares remaining after payment of the exercise price of an option and taxes owed on exercise of options, vesting of restricted shares or vesting and payout under restricted share units and performance shares. See also “Director Compensation—Matters Relating to Director Share Ownership” for a description of share retention guidelines that require our non-employee directors to maintain designated levels of ownership of common shares of Arch Capital. No Hedging Permitted Under our Insider Trading Policy, our directors, officers and employees are not permitted to engage in hedging activities with respect to Arch Capital’s common shares or any other publicly-traded equity or debt securities issued by Arch Capital or any of its subsidiaries. Specifically, they may not engage in short sales or in the purchases or sales of financial instruments or derivatives, including puts and calls, that hedge or offset any change in the market value of our securities. In addition, our officers, directors and other employees may not otherwise engage in transactions that are designed to, or have, the same effect. Limits on Pledging Our Insider Trading Policy also discourages the pledging of our common shares as collateral for loans and includes limitations as follows: ■In no event may any executive officer or director of the Company pledge an amount of common shares in respect of a loan that exceeds the lesser of 30% of the common shares beneficially owned by the individual (as reported or would be reported in our Proxy Statement) or 0.5% of the then outstanding common shares of Arch Capital. ■No insider (including executive officers and directors) may purchase Company securities on margin or pledge Company securities without the prior approval of the General Counsel of Arch Capital Services LLC or his or her designee. Any securities pledged would not count toward satisfying any required ownership level of securities under relevant share retention guidelines. No Excise Tax Gross-Ups The Company does not provide excise tax gross-up payments to any of its executives in connection with change in control payments. No Tax Gross-Ups The Company does not include tax gross-up provisions in employment agreements and does not provide tax gross- ups to our executive officers.

  114. Executive Compensation Tables

    | 2025 Summary Compensation Table |

  115. Executive Compensation Tables

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Nicolas Papadopoulo | 2025 | 1,300,000 | — | 5,520,506 | 1,820,186 | 5,200,000 | 785,628 | 14,626,320 | | Chief Executive Officer and Class III Director, Arch Capital | 2024 | 992,821 | — | 9,594,808 | 16,958,946 | 3,738,700 | 473,298(7) | 31,758,573 | | | 2023 | 850,000 | — | 2,312,048 | 733,829 | 2,805,000 | 441,658(7) | 7,142,535 | | François Morin | 2025 | 800,000 | — | 1,668,293 | 550,052 | 2,400,000 | 521,770 | 5,940,115 | | Executive Vice President, Chief Financial Officer and Treasurer, Arch Capital | 2024 | 800,000 | — | 2,949,881 | 1,960,451 | 2,451,499(6) | 330,003 | 8,491,834 | | | 2023 | 750,000 | — | 1,358,907 | 431,298 | 2,100,000(6) | 316,372 | 4,956,577 | | Maamoun Rajeh | 2025 | 900,000 | | 2,607,032 | 859,600 | 3,168,800 | 757,431 | 8,292,863 | | President, Arch Capital | 2024 | 857,540 | | 8,309,313 | 15,341,086 | 2,883,900 | 573,500 | 27,965,339 | | | 2023 | 780,000 | | 1,414,052 | 448,808 | 2,083,500(8) | 546,343 | 5,272,703 | | David E. Gansberg | 2025 | 900,000 | | 2,607,032 | 859,600 | 3,068,900 | 340,616(7) | 7,776,148 | | President, Arch Capital | 2024 | 857,576 | 63,781(9) | 8,309,313 | 15,341,086 | 2,883,900 | 150,683(7) | 27,606,339 | | | 2023 | 780,000 | 97,219(9) | 1,414,052 | 448,808 | 2,070,481 | 198,934(7) | 5,009,494 | | Christine Todd | 2025 | 800,000 | | 1,304,260 | 430,043 | 2,214,000 | 601,726(10) | 5,350,029 | | Chief Investment Officer, Arch Capital | 2024 | 800,000 | | 2,355,237 | 1,430,325 | 1,932,000 | 450,311 | 6,967,873 |

  116. Executive Compensation Tables

    | 2025 | Grants of Plan-Based Awards |

  117. Executive Compensation Tables

    | Outstanding Equity Awards at 2025 Year-End |

  118. Pay Versus Performance

    Pay Versus Performance

  119. Pay Versus Performance

    | Year | SCT Total for Mr. Papadopoulo (1) | CAP to Mr. Papadopoulo (2) | SCT Total for Mr. Grandisson (3) | CAP to Mr. Grandisson (2) | Average SCT Total for Non- PEO NEOs (4) | Average CAP to Non-PEO NEOs (5) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | | Total Shareholder Return (6) | Peer Group Total Shareholder Return (7) | Net Income (in millions) (8) | Operating ROE (9) | | 2025 | 14,626,320 | 27,474,443 | N/A | N/A | 6,839,789 | 13,645,220 | 279.66 | 234.32 | 4,359 | 17.1% | | 2024 | 31,758,573 | 34,439,042 | 9,421,187 | 17,652,865 | 17,757,846 | 19,320,166 | 269.25 | 212.86 | 4,272 | 18.9% | | 2023 | N/A | N/A | 13,102,252 | 21,589,156 | 5,595,327 | 8,510,086 | 205.91 | 157.12 | 4,403 | 21.6% | | 2022 | N/A | N/A | 12,101,639 | 20,596,816 | 4,658,436 | 7,460,450 | 174.05 | 141.79 | 1,436 | 14.8% | | 2021 | N/A | N/A | 9,336,013 | 16,348,981 | 5,557,283 | 7,443,067 | 123.23 | 119.28 | 2,093 | 11.5% |

  120. Pay Versus Performance

    (1)Represents compensation reported in the Summary Compensation Table (“SCT”) for our CEO, Mr. Papadopoulo, who was appointed effective October 13, 2024. Refer to “Compensation—Executive Compensation Tables—Summary Compensation Table.” (2)The dollar amounts reported represent the amount of CAP, computed as required by Item 402(v) of Regulation S-K. The computations do not reflect the actual amount of compensation earned by or paid to Mr. Papadopoulo and Mr. Grandisson during the applicable year. Refer to the “PEO SCT Total to CAP Reconciliation” table below. The 2024 CAP was restated downward due to a calculation correction incorporating the 2024 Special Dividend. (3)Represents compensation reported in the SCT for our former CEO, Mr. Grandisson, who retired from the Company effective October 15, 2024. (4)The dollar amounts reported represent the average compensation of Non-PEO NEOs as a group as reported in the “Total” column of the SCT. For 2021 to 2023, this includes Messrs. Morin, Papadopoulo, Rajeh and Gansberg. For 2024 to 2025, this includes Messrs. Morin, Rajeh and Gansberg and Ms. Todd. Refer to “Compensation—Executive Compensation Tables—Summary Compensation Table.” (5)The dollar amounts reported represent the average amount of CAP to the Company’s Non-PEO NEOs as a group, computed as required by Item 402(v) of Regulation S-K. The computations do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. Refer to the “Average of Non-PEO NEO SCT Total to CAP Reconciliation” table below. The 2024 CAP was restated downward due to a calculation correction incorporating the 2024 Special Dividend. (6)Represents the Company’s cumulative TSR assuming reinvestment of dividends for the measurement period beginning at market close on December 31, 2020, through the end of the applicable year. (7)Represents the cumulative TSR assuming reinvestment of dividends of the S&P 500 P&C Index for the measurement period beginning at the market close on December 31, 2020, through the end of the applicable year. (8)The dollar amounts reported represent the amount of Net Income reflected in the Company’s audited financial statements for the applicable year. (9)Represents the Operating ROE as described in “Annex B—Non- GAAP Financial Measures” for the applicable year.

  121. Pay Versus Performance

    | | 2026 PROXY STATEMENT | | 73 |

  122. Pay Versus Performance

    PEO SCT Total to CAP Reconciliation:

  123. Pay Versus Performance

    | | Year | Reported SCT for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Reported Change in the Actuarial Present Value of Pension Benefits (c) | Pension Benefit Adjustments (c) | CAP to PEO | | Mr. Papadopoulo | 2025 | 14,626,320 | (7,340,692) | 20,188,815 | — | — | 27,474,443 |

  124. Pay Versus Performance

    (a)The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)Refer to the “PEO Equity Award Adjustments” table below. (c)Arch does not provide Pension Benefits to its PEO. PEO Equity Award Adjustments:

  125. Pay Versus Performance

    | | Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (a) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years (a) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Vested in the Year (a) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | Mr. Papadopoulo | 2025 | 7,323,239 | 12,996,905 | — | (131,329) | — | — | 20,188,815 |

  126. Pay Versus Performance

    (a)The valuation assumptions differ from those disclosed as of the grant date of equity awards due to the fluctuation in the stock price and the corresponding Black-Scholes and Monte Carlo value simulations valued as of the corresponding dates in accordance with Item 402(v) of Regulation S-K. In calculating the Black-Scholes value of the option awards, the expected life input, based on the original expected life established at grant date, as used for financial reporting purposes, was adjusted downward in proportion to the degree to which the options were in-the-money relative to their exercise price and upward in proportion to the degree to which the options were out-of-the-money relative to their exercise price, as applicable. The reported year-end fair value of outstanding and unvested equity awards reflects the adjustments and amounts attributable to the Special Dividend, as applicable. Average of Non-PEO NEO SCT Total to CAP Reconciliation:

  127. Pay Versus Performance

    | Year | Average Reported SCT for Non-PEO NEOs | Average Reported Value of Equity Awards (a) | Average Equity Award Adjustments (b) | Average Reported Change in the Actuarial Present Value of Pension Benefits (c) | Average Pension Benefit Adjustments (c) | Average CAP to Non-PEO NEOs | | 2025 | 6,839,789 | (2,721,478) | 9,526,909 | — | — | 13,645,220 |

  128. Pay Versus Performance

    (a)The average reported value of equity awards represents the average of total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)Refer to the “Average of Non-PEO NEO Equity Award Adjustments” table below. (c)Arch does not provide Pension Benefits to its Non-PEO NEOs. Average of Non-PEO NEO Equity Award Adjustments:

  129. Pay Versus Performance

    | Year | Average Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (a) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years (a) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years and Vested in the Year (a) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2025 | 2,715,005 | 6,878,410 | — | (66,507) | — | — | 9,526,909 |

  130. Pay Versus Performance

    (a)The average valuation assumptions differ from those disclosed as of the grant date of equity awards due to the fluctuation in the stock price and the corresponding Black-Scholes and Monte Carlo value simulations valued as of the corresponding dates in accordance with Item 402(v) of Regulation S-K. In calculating the Black-Scholes value of the option awards, the expected life input, based on the original expected life established at grant date, as used for financial reporting purposes, was adjusted downward in proportion to the degree to which the options were in-the-money relative to their exercise price and upward in proportion to the degree to which the options were out-of-the-money relative to their exercise price, as applicable. The reported average year-end fair value of outstanding and unvested equity awards reflects the adjustments and amounts attributable to the Special Dividend, as applicable.

  131. Pay Versus Performance

    | 74 | | 2026 PROXY STATEMENT | |

  132. Pay versus Performance Table

    Pay versus Performance Table As described in more detail in the section “Compensation —Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay- for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  133. CEO Pay Ratio—105 to 1

    CEO Pay Ratio—105 to 1 We determined each employee’s consistently applied compensation measure, which was equal to the sum of the following pay components: ■2025 base salary. ■bonuses paid during 2025. ■variable incentive compensation paid during 2025. ■the fair value of all equity grants made during 2025. We annualized the 2025 base salary for full-time employees who were not employed by us for all of 2025. Amounts paid in currencies other than U.S. dollars were converted into U.S. dollars based on the applicable exchange rate at December 31, 2025. Based on each employee’s consistently applied compensation measure, we were able to identify the median employee who was a full-time, permanent employee based in the United States. After identifying the median employee, we calculated the median employee’s annual total compensation for 2025 using the same requirements applied to calculate our CEO annual total compensation as set forth in the “2025 Summary Compensation Table,” and then added the estimated value of the median employee’s health plan benefits. Based on the foregoing, the annual total compensation calculated for the median employee for 2025 was $132,527. For purposes of the pay ratio rule, the annual total compensation calculated for our CEO for 2025, was $13,840,692, as set forth in the “2025 Summary Compensation Table,” plus $35,332, the estimated value of our CEO’s health plan benefits, or $13,876,024. Accordingly, for 2025, our CEO to median employee pay ratio was 105 to 1.

  134. Nominees

    Nominees The persons named below have been nominated to serve as Designated Company Directors of our non-U.S. subsidiaries indicated below. Unless authority to vote for a nominee is withheld, the enclosed proxy will be voted for the nominee, except that the persons designated as proxies reserve discretion to cast their votes for other persons in the unanticipated event that the nominee is unable or declines to serve.

  135. Nominees

    | Arch Capital Holdings Ltd. | Arch Investment Management Ltd. | | François Morin; Chiara Nannini | François Morin; Christine Todd | | Arch Credit Risk Services (Bermuda) Ltd. | Arch Global Services Holdings Ltd. | | Brian Chen; Seamus Fearon; Alan Tiernan | Chris Hovey; François Morin | | Arch Investment Property Holdings Ltd. | Alternative Re Holdings Limited, Alternative Re Limited | | François Morin; David J. Mulholland | François Morin; Chiara Nannini | | Arch Reinsurance Ltd. | Arch Underwriters Ltd. | | Crystal Doughty; Matthew Dragonetti; Jerome Halgan; Maamoun Rajeh; William Soares | Crystal Doughty; Matthew Dragonetti; Jerome Halgan; Maamoun Rajeh | | Arch Investment Holdings I Ltd., Arch Investment Holdings II Ltd., Arch Investment Holdings III Ltd., Arch Investment Holdings IV Ltd. | Other Non-U.S. Subsidiaries, as Required or Designated Under Bye-Law 75 (except as otherwise indicated herein) | | François Morin; David J. Mulholland; Christine Todd | François Morin; Maamoun Rajeh |

  136. Nominees

    Brian Chen, 37, is Senior Vice President of Credit Risk Transfer and Services at Arch Re Bermuda. Mr. Chen joined Arch in 2020 and leads Arch’s participation in GSE CRT reinsurance deals as well as its underwriting services platform to other reinsurers. Prior to joining Arch, Mr. Chen worked in various capital markets roles at Fannie Mae from 2011 to 2014 and from 2017 to 2020. Between 2014 and 2017, Mr. Chen worked in sell-side equity research at Autonomous Research covering mortgage and insurers, servicers and mortgage technology. Mr. Chen holds a B.S. in Financial Mathematics from the University of Virginia and is a CFA® Charterholder. Crystal Doughty, 41, is the Chief Underwriting Officer, Property at Arch Re Bermuda, a role she has held since August 2023. Prior to this, Ms. Doughty served as Senior Underwriter and Third-Party Capital Portfolio Manager at Arch Re Bermuda. She joined Arch Re Bermuda in January 2021, bringing with her varied experience from Markel, where she held various positions since 2006. Her roles at Markel included Senior Vice President Underwriting Retro, Property International and North American Reinsurance, Managing the New Point Sidecar and Assistant Vice President Reserving Actuary for all lines of business, including Casualty and Specialty, Marine, and Property. Ms. Doughty holds an Honours B.Sc. in Actuarial Science and Statistics from the University of Toronto and is an Associate of the Casualty Actuarial Society. Matthew Dragonetti, 56, is President and Chief Commercial Officer of Arch Re Ltd, a position he has held since September 2023. Prior to that he held the role of President and Head of Property from November 2017. From 2012 to 2017, Mr. Dragonetti was the Head of Worldwide Property. He joined Arch Re Bermuda in November 2001 as a Senior Underwriter for U.S. Treaty Property, ultimately becoming Head of U.S. Property in 2005. Before joining Arch Re Bermuda, he served as Vice President at Odyssey Re and prior to that, he was a Vice President of Property Treaty for Terra Nova (Bermuda) Holdings Ltd. from 1998 to 2000. He started his reinsurance career at F&G Re as an Assistant Vice President international property from 1995 to 1998. Mr. Dragonetti has a B.S. in Economics from Pennsylvania

  137. Nominees

    | | 2026 PROXY STATEMENT | | 85 |

  138. Nominees

    State University and an MBA from Northeastern University. Seamus Fearon, 45, serves as CEO, International Mortgage Group of Arch Capital. Mr. Fearon joined Arch Capital in September 2012 and previously served as the Chief Actuary of the Global Mortgage Group. Prior to joining Arch, Mr. Fearon was Associate Director and Actuary for KPMG Dublin from 2008 to 2012. From 2003 to 2008, he was Pricing Actuary for Aviva General Insurance Ltd. Mr. Fearon holds a B.Sc. in Actuarial Mathematics from Dublin City University. He also completed the Program for Leadership Development from Harvard Business School. Jerome Halgan, 52, was appointed President and Chief Underwriting Officer of Arch Reinsurance Group in March 2024 and has served as Chief Executive Officer of Arch Re Bermuda since January 2018. Mr. Halgan joined Arch in 2009 as Senior Underwriter with Arch Re Bermuda before being promoted to CUO in June 2012. He has held senior roles of increasing responsibility throughout his tenure including Chairman, President and CEO of Arch Re (U.S.). Before Arch, Mr. Halgan worked for the Berkshire Hathaway Reinsurance Group as a Vice President for eight years and for Sorema N.A. Reinsurance Group for five years with property underwriting and business analysis responsibilities. Mr. Halgan earned an MBA from New York University and an engineering degree from the École Supérieure d’Électricité in France. Chris Hovey, 59, is Chief Operations Officer at Arch Capital Services LLC. He was Executive Vice President and Chief Information Officer. He joined Arch in 2014 and served as Chief Operating Officer of Arch Mortgage Insurance Company. Before Arch, Mr. Hovey was Chief Operating Officer for PMI. He also served as Senior Vice President of servicing operations and loss management for PMI. Mr. Hovey holds a bachelor’s degree from San Francisco State University and an MBA from Saint Mary’s College. François Morin, 58, is Executive Vice President, CFO and Treasurer of Arch Capital Group Ltd., a position he has held since May 2018. Mr. Morin previously served as Senior Vice President, Chief Risk Officer and Chief Actuary of Arch Capital from 2015 until 2018. He joined Arch in 2011 as Chief Actuary and Deputy Chief Risk Officer. Before Arch, Mr. Morin spent 21 years in various roles for Towers Watson & Co. He holds a bachelor’s degree in actuarial science from Université Laval in Canada. He is a Fellow of the Casualty Actuarial Society, a Chartered Financial Analyst, a Chartered Enterprise Risk Analyst and a Member of the American Academy of Actuaries. David J. Mulholland, 59, has served as Senior Vice President and Chief PM, Onshore Portfolios at AIM since March 2022. Prior to March 2022, he served as Senior Vice President and Chief Administrative Officer at AIM from November 2011. Prior to that, he served as Vice President at AIM, which he joined in January 2006. Prior to that time, he spent 11 years at STW Fixed Income Management where he held the title of Principal and Portfolio Manager. From 1990 to 1994, he worked as a money market and foreign exchange trader in the treasury department of the Bank of Butterfield in Bermuda. Mr. Mulholland holds a B.S. with a concentration in finance from Boston University. Chiara Nannini, 46, has practiced law at Conyers since 2008, where she has been a director since 2017. Ms. Nannini obtained a B.A. in Politics and Italian from the University of Virginia in 2003 and received her law degree from the London School of Economics and Political Science in 2006. Since joining Conyers, Ms. Nannini was based in Conyers’ São Paulo, Brazil office from 2010 to 2013. Maamoun Rajeh, 55, was named President, Arch Capital Group Ltd., in November 2024. In this role, he oversees Arch’s Global Reinsurance and Global Mortgage Groups. Previously, Mr. Rajeh spent seven years as Chairman and CEO of Arch’s Global Reinsurance Group. Mr. Rajeh joined Arch Re Bermuda in 2001 as an underwriter and has held senior roles of increasing responsibility throughout his tenure. Before Arch, Mr. Rajeh served as Assistant Vice President at HartRe, a subsidiary of The Hartford Financial Services Group, Inc. and held various positions at the United States Fidelity and Guarantee Company and F&G Re. Mr. Rajeh serves on the board of directors of Somers and Premia. He holds a bachelor’s degree from The Wharton School of Business of the University of Pennsylvania and he is a Chartered Property Casualty Underwriter. William Soares, 46, is President of Arch Re Bermuda, a position he has held since June 2025. Prior to such position, Mr. Soares served as Chief Underwriting Officer, Casualty and Specialty. He joined Arch Re Bermuda in 2006 as a Casualty Underwriter. Prior to joining Arch Re Bermuda, he was an Assurance Manager in the reinsurance department for Ernst & Young in Bermuda. He graduated in 2002 with a B.A. in Economics from Harvard University. Mr. Soares is a CFA® Charterholder who holds the Chartered Property Casualty Underwriter and Associate in Reinsurance designations. Alan Tiernan, 40, serves as Global Chief Actuary and International Chief Operating Officer for Arch’s Global Mortgage Group. Mr. Tiernan joined Arch Capital in October 2014 as an Actuary in the Group Actuarial and Risk team before becoming Chief Actuary of the Global Mortgage Group in April 2020. Prior to joining Arch, Mr.

  139. Nominees

    | 86 | | 2026 PROXY STATEMENT | |

  140. Nominees

    Tiernan held various actuarial pricing roles with Zurich Insurance plc in Dublin from 2013-2014 and with Aviva General Insurance Ltd. in Dublin from 2008-2012. Mr. Tiernan holds a Bachelor’s Degree in Actuarial and Financial Studies from University College Dublin and is a Fellow of the Institute and Faculty of Actuaries in the U.K., the Casualty Actuarial Society in the U.S. and the Society of Actuaries in Ireland. Christine Todd, 59, is Chief Investment Officer of Arch Capital Group Ltd. and President of AIM where she is responsible for setting the firm’s investment strategy and managing the day-to-day operations of the investment portfolio. Before joining Arch in 2021, Ms. Todd was Head of Fixed Income, U.S., for Amundi US. She has also held executive roles at Neighborly Investments, Standish Mellon Asset Management Company LLC, and Gannett, Welsh & Kotler. She is a Chartered Financial Analyst and holds a bachelor’s degree from Georgetown University and an MBA from Boston University.