DEF 14A of Everest Group, Ltd., Apr 10, 2026

DEF 14A of Everest Group, Ltd.

Filed Apr 10, 2026 · FY20250001628280-26-024596

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  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | Committee Membership | | | | | | | | Name | Age | Director Since | AC | CC | EC | IPC | NGC | RMC | TCC | | John Amore IND | 77 | 2012 | | • | | | CHAIR | • | | | William F. Galtney Jr. IND | 73 | 1996 | • | | • | | • | CHAIR | | | John A. Graf IND | 66 | 2016 | | | • | CHAIR | | | | | Meryl Hartzband IND | 71 | 2019 | CHAIR | | • | • | | | • | | Laura Hay IND | 63 | 2025 | • | | | | | • | | | John Howard IND | 59 | 2025 | • | CHAIR | | | • | | | | Allan Levine IND | 57 | 2025 | | • | | • | | • | | | Hazel McNeilage IND | 69 | 2022 | • | | | | | • | CHAIR | | Darryl Page IND | 65 | 2025 | • | | | | | • | • | | Roger M. Singer IND | 79 | 2010 | • | • | | | • | | | | Jim Williamson President & CEO | 52 | 2025 | | | • | • | | • | • |

  3. Information Concerning Director Nominees

    Information Concerning Director Nominees Each nominee’s biography below includes a summary of the key skills and experience of such nominee that contribute to the director’s ability to effectively oversee the Company and act in the long-term best interests of shareholders. 2026 Proxy Statement 9 Proposal No. 1 — Election of Directors

  4. John Amore

    John Amore Age: 77 Director Since: September 2012 Independent Committees: •Compensation •Nominating and Governance (Chair) •Risk Management Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Finance and Accounting •Corporate Governance •Business Operations •Human Capital Management •International •Risk Management •Legal/Regulatory •Claims •Sustainability Background: Mr. Amore retired in 2010 from the Group Executive Committee of Zurich Financial Services Group, now known as Zurich Insurance Group, Ltd. (“Zurich”), for which he continued to act as a consultant through 2012. From 2004 through 2010, he served as CEO of Zurich’s Global General Insurance business segment after having served as CEO of Zurich’s North America Corporate business division from 2001 through 2004. He became CEO of Zurich U.S. in 2000, having previously served as CEO of the Zurich U.S. Specialties business unit. Before joining Zurich in 1992, he was Vice Chairman of Commerce and Industry Insurance Company, a subsidiary of American International Group, Inc. (“AIG”). Mr. Amore served as a delegate for the Geneva Association and is an Overseer Emeritus of the Board of Overseers for the School of Risk Management, Insurance and Actuarial Science at St. John’s University in New York and is a member of the Board of Trustees and Finance, Audit and Investment Committees of Embry-Riddle Aeronautical University. 10 2026 Proxy Statement Proposal No. 1 — Election of Directors William F. Galtney Jr. Age: 73 Director Since: March 1996 Independent Committees: •Audit •Executive •Nominating and Governance •Risk Management (Chair) Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Finance and Accounting •Investments •Mergers and Acquisitions •Corporate Governance •Business Operations •Risk Management •Legal/Regulatory •International •Claims •Marketing and Branding Background: Mr. Galtney served as a director of Everest Reinsurance Holdings, Inc. (“Everest Holdings”), which is now a subsidiary of the Company, from March 1996 to February 2000. Thereafter he became a director of the Company upon the restructuring of Everest Holdings. Since April 1, 2005, he has been President and CEO of Galtney Group, Inc., a property and casualty healthcare insurance and reinsurance broker. Prior thereto, he was President (from June 2001 until December 31, 2004) and Chairman (until March 31, 2005) of Gallagher Healthcare Insurance Services, Inc. (“GHIS”), a wholly-owned subsidiary of Arthur J. Gallagher & Co. (“Gallagher”). From 1983 until its acquisition by Gallagher in June 2001, Mr. Galtney was the Chairman and CEO of Healthcare Insurance Services, Inc. (predecessor to GHIS), a managing general and surplus lines agency previously indirectly owned by The Galtney Group, Inc. 2026 Proxy Statement 11 Proposal No. 1 — Election of Directors

  5. John A. Graf

    John A. Graf Age: 66 Director Since: May 2016 Independent Board Chair Committees: •Executive •Investment Policy (Chair) Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Corporate Governance •Risk Management •Finance and Accounting •Investments •International •Business Operations •Legal/Regulatory •Mergers & Acquisitions Background: Mr. Graf serves as the Non-Executive Vice Chairman of Global Atlantic Financial Group (“Global Atlantic”) and joined its Board of Directors upon Global Atlantic’s acquisition of Forethought Financial Group (“Forethought Financial”) in 2014. He served as Chairman and CEO of Forethought Financial from 2006 to 2014. He serves on the Audit, Risk and Compliance Committees of Global Atlantic. Mr. Graf also serves on the Board of ALM First Financial, a financial services and organization performance company. Until December 2015, he served as a non-executive director of QBE Insurance Group Limited where he chaired the Investment and Personnel Committees. In 2005, he served as Chairman, CEO and President of AXA Financial, Inc. where he also served as Vice Chairman of the Board and President and Chief Operating Officer of its subsidiaries, AXA Equitable Life Insurance Company and MONY Life Insurance Company. From 2001 through 2004 he was the Executive Vice President of Retirement Savings at AIG, as well as Vice Chairman and member of the Board of Directors of AIG, SunAmerica, following AIG’s acquisition of American General Corporation in 2001, where he served as Vice Chairman. 12 2026 Proxy Statement Proposal No. 1 — Election of Directors

  6. Meryl Hartzband

    Meryl Hartzband Age: 71 Director Since: May 2019 Independent Committees: •Audit (Chair) •Executive •Investment Policy •Technology and Cyber Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Finance and Accounting •Investments •International •Mergers and Acquisitions •Corporate Governance •Business Operations •Legal/Regulatory •Risk Management Background: Ms. Hartzband retired in 2015 as a founding partner of Stone Point Capital (“Stone Point”), where she also served as the firm’s Chief Investment Officer. Previously, from 1982 to 1999, she served as Managing Director at J.P. Morgan & Co., specializing in private equity investments in the financial services industry. Ms. Hartzband currently serves on the Board of Directors at Conning Holdings, Ltd., a global investment management firm with $214 billion in assets under management, Generali Investment Holdings, a holding company for various asset management firms, and Octagon Credit Investors, LLC, a CLO manager with $34 billion in assets under management. She formerly served on the Board of Directors of Greenhill & Co. (which was acquired by Mizuho Financial Group, Inc. in November 2023). She has previously been a director at The Navigators Group, Inc., Travelers Property Casualty Corp., AXIS Capital Holdings Limited, ACE Limited and numerous portfolio companies of Stone Point. Ms. Hartzband holds a Bachelor of Arts degree with honors from Cornell University College of Arts and Sciences and a Master of Business Administration with honors in Finance from Columbia Graduate School of Business. 2026 Proxy Statement 13 Proposal No. 1 — Election of Directors

  7. Laura Hay

    Laura Hay Age: 63 Director Since: August 2025 Independent Committees: •Audit •Risk Management Qualifications and Skills: •Insurance/Reinsurance Industry Experience •Sustainability •Risk Management •Legal/Regulatory •Finance and Accounting •Corporate Governance •International •Mergers & Acquisitions Background: Ms. Hay retired as Global Head of Insurance at KPMG LLP in 2023 where she led a global team across 90 countries. Ms. Hay served in various executive leadership positions over the course of her 30-year tenure at KPMG, across audit, advisory, and actuarial services, and was a member of the firm’s Corporate and Foundation Boards. Ms. Hay has extensive experience serving on public and not-for-profit Boards and currently serves on the Board of Directors at MetLife, Inc., Hippo Insurance and Girl Scouts of Greater New York. She holds a B.S. in Mathematics and Statistics from the University of California, Berkeley, and is a Fellow of the Society of Actuaries and a Member of the American Academy of Actuaries. 14 2026 Proxy Statement Proposal No. 1 — Election of Directors

  8. John Howard

    John Howard Age: 59 Director Since: March 2025 Independent Committees: •Audit •Compensation (Chair) •Nominating and Governance Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Finance and Accounting •Corporate Governance •Business Operations •Mergers & Acquisitions •Risk Management •Claims •Investments Background: Mr. Howard retired as CEO of Truist Insurance Holdings (“TIH”) in 2025 and currently serves as Vice Chair of CRC Group, a brokerage and underwriting specialty insurance distributor. Between December 2019 and May 2024, he served as Chairman and CEO of TIH and as Senior Executive Vice President of Truist Financial Corporation beginning in August 2021. Starting in September 2004, Mr. Howard served in several senior executive positions at TIH and its predecessors and subsidiaries, including President, Insurance Services at BISYS Group, Inc., President and Chief Executive Officer at Crump Group, Inc. and Senior Executive Vice President of Truist Financial Corporation. Prior to that, Mr. Howard served in executive leadership positions at Prudential Financial, Inc., Conseco, Inc. and General Electric Company. He currently serves on the Board of Directors of Compre Group, a privately held global specialty reinsurance company. He also serves on the Council of Insurance Agents and Brokers and The Institutes. Mr. Howard holds a Bachelor of Arts in Economics from Columbia University and a Master of Business Administration from Duke University, Fuqua School of Business. 2026 Proxy Statement 15 Proposal No. 1 — Election of Directors

  9. Allen Levine

    Allen Levine Age: 57 Director Since: June 2025 Independent Committees: •Compensation •Investment Policy •Risk Management Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Sustainability •Risk Management •Legal/Regulatory •Finance and Accounting •Corporate Governance •Business Operations •International •Investments •Mergers & Acquisitions Background: Mr. Levine is Co-Founder and Executive Chairman of Global Atlantic, a leading insurance company and wholly owned subsidiary of KKR & Co. Inc., where he is a Partner. Between 2013 and 2025, Mr. Levine was Chairman and CEO of Global Atlantic, where he led the firm’s evolution and growth strategy, achieving significant scale across diverse markets globally and $190B of assets under management. Mr. Levine currently serves on the Board of Directors at the American Council of Life Insurers, the Advisory Board for the Tamer Center for Social Enterprise at Columbia Business School and the Board of the Nantucket Boys & Girls Club. Additionally, Mr. Levine has served as Director at Partnership for New York City since 2017. Prior to that, he served as CEO of Goldman Sachs Reinsurance Group from 1997 to 2013, where Global Atlantic was established. He served on the Board of Directors at Essent Group, Ltd. from 2000 to 2025 and on Essent US Holdings, Inc. from 2009 to 2019. Mr. Levine holds a B.S. from Miami University (Ohio) and an M.B.A. from Columbia Business School. 16 2026 Proxy Statement Proposal No. 1 — Election of Directors

  10. Hazel McNeilage

    Hazel McNeilage Age: 69 Director Since: November 2022 Independent Committees: •Audit •Risk Management •Technology and Cyber (Chair) Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •International •Information Technology/ Cybersecurity •Finance and Accounting •Human Capital Management •Investments •Corporate Governance •Business Operations •Legal/Regulatory •Risk Management •Sustainability Background: Ms. McNeilage retired as the Regional Managing Director, EMEA of Northern Trust Asset Management, a role in which she served from 2015-2018. She also served as Director of Northern Trust Global Investment Ltd. Previously, she held various executive roles in global investment management at Principal Financial, including Global Head of Distribution and Head of International Investments, and she was part of the executive team that successfully navigated the business through the financial crisis. Earlier in her career, Ms. McNeilage served as Head of Investment Consulting for Asia Pacific with Towers Perrin. She currently serves as an independent non-executive director and Chair of the Human Capital & Compensation Committee of Reinsurance Group of America (“RGA”). She also serves on the boards of directors of RGA’s Bermuda based subsidiaries, RGA Americas Reinsurance Company Ltd. and RGA Global Reinsurance Company Ltd. She was formerly a director of AITi Global, previously Alvarium Tiedemann Holdings and on the advisory board of 9th Gear Technologies. Ms. McNeilage is a Fellow of both the Institute and Faculty of Actuaries (UK) and the Institute of Actuaries of Australia. She earned certificates from Carnegie Mellon University and Harvard University in cybersecurity, a certificate from Massachusetts Institute of Technology in artificial intelligence, and she is a Board Leadership Fellow of the National Association of Corporate Directors. Ms. McNeilage earned a Bachelor of Science (Hons.) degree from the University of Lancaster, England. 2026 Proxy Statement 17 Proposal No. 1 — Election of Directors

  11. Darryl Page

    Darryl Page Age: 65 Director Since: May 2025 Independent Committees: •Audit •Risk Management •Technology and Cyber Qualifications and Skills: •Executive Leadership •Insurance Industry Experience •Claims •Human Capital Management •Risk Management •Legal/Regulatory •Corporate Governance •Business Operations •International •Investments •Mergers & Acquisitions Background: Prior to retiring in 2025, Mr. Page served as Vice President and Chief Culture Officer of Chubb Ltd. (“Chubb”) starting in January 2023. Prior to that, he served as Division President of International Personal Lines at Chubb between 2012 and 2022 where he led a profitable, multi-billion-dollar portfolio and operations in 52 countries, driving the company’s international insurance expansion across Europe, Latin America and Asia. Mr. Page also established and led the agency distribution strategy for Chubb Overseas General, generating over a billion dollars in profitable growth. Previously, Mr. Page served in various insurance leadership positions, including as the President of Personal Insurance at Fireman’s Fund, an Allianz Company, as well as at Allstate, where he spent three decades across underwriting product management, distribution, and general management. He currently serves as a Trustee, Treasurer and Chair-Elect on the Board of Dominican University of California, and he holds a BS, Economics from Santa Clara University. 18 2026 Proxy Statement Proposal No. 1 — Election of Directors

  12. Roger M. Singer

    Roger M. Singer Age: 79 Director Since: February 2010 Independent Committees: •Audit •Compensation •Nominating and Governance Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Corporate Governance •Finance and Accounting •International •Legal/Regulatory •Mergers & Acquisitions •Claims •Business Operations Background: Mr. Singer was elected as director of Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”) and Everest International Reinsurance, Ltd. (“International Re”), both Bermuda subsidiaries of the Company, on January 17, 2012. Mr. Singer, currently retired, was the Senior Vice President, General Counsel, and Secretary to OneBeacon Insurance Group LLC (formerly known as CGU Corporation) and its predecessors, CGU Corporation and Commercial Union Corporation, from August 1989 through December 2005. He continued to serve as director and consultant to OneBeacon Insurance Group LLC and its twelve subsidiary insurance companies through 2006. Mr. Singer served with the Commonwealth of Massachusetts as the Commissioner of Insurance from July 1987 through July 1989 and as First Deputy Commissioner of Insurance from February 1985 through July 1987. He has also held various positions in state and federal government, including Assistant Secretary, Office of Consumer Affairs and Business Regulation, Commonwealth of Massachusetts, Assistant Attorney General, Office of the Massachusetts Attorney General and Staff Attorney, Federal Trade Commission. 2026 Proxy Statement 19 Proposal No. 1 — Election of Directors Jim Williamson,

  13. President & CEO

    President & CEO Age: 52 Director Since: January 2025 Non-Independent Committees: •Executive •Investment Policy •Risk Management •Technology and Cyber Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •International •Finance and Accounting •Risk Management •Business Operations •Legal/Regulatory •Mergers and Acquisitions •Claims •Marketing and Branding Background: Mr. Williamson has served as President and Chief Executive Officer of the Company since January 2025. Previously, Mr. Williamson served as Executive Vice President and Group Chief Operating Officer of the Company, a position he held since joining Everest in 2020. In May 2021, Mr. Williamson also took on additional responsibilities as Head of Reinsurance for Everest and in March 2024, his role was expanded to include leadership of Everest’s global reinsurance and insurance businesses. In April 2024, Mr. Williamson was elected as the Chair of the Reinsurance Association of America. Prior to joining Everest, Mr. Williamson spent seven years with Chubb in various positions, including as Division President, North America Small Business from January 2016 until September 2020. Mr. Williamson also spent over eight years at The Hartford Financial Services Group, Inc. (“The Hartford”), where he began his insurance career as a casualty underwriter and later led the underwriting and service operation for the small business insurance franchise. Over the years, at The Hartford, Chubb and now Everest, Mr. Williamson has worked in all aspects of the property and casualty, commercial and consumer lines industry, both in the United States and internationally, running large and successful businesses. He has also had functional responsibilities for actuarial, technology and claims organizations during his career. Mr. Williamson holds an Master of Business Administration from The Wharton School at the University of Pennsylvania and a Bachelor of Science degree from Bryant University. 20 2026 Proxy Statement Proposal No. 2 — Appointment of Independent Auditors Proposal No. 2 — Appointment Of Independent Auditors The Board recommends that you vote FOR the appointment of KPMG, an independent registered public accounting firm, as the Company’s independent auditor for the fiscal year ending December 31, 2026 and the authorization of the Board acting by the Audit Committee of the Board to determine the independent auditor’s remuneration. Proxies will be so voted except to the extent that shareholders specify otherwise in their proxies. The Audit Committee has evaluated the qualifications and independence of KPMG and has recommended their appointment as the Company’s independent auditor for the fiscal year ending December 31, 2026. In making its recommendation, the Audit Committee has reviewed both the audit scope and estimated fees for professional services for the coming year. Representatives of KPMG will be present at the 2026 AGM, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions from shareholders. 2026 Proxy Statement 21 Proposal No. 3 — Non-Binding Advisory Vote on Executive Compensation Proposal No. 3 — Non-Binding Advisory Vote On Executive Compensation The Board recommends that you vote FOR the non-binding advisory approval of the Named Executive Officers’ compensation. Proxies will be so voted except to the extent that shareholders specify otherwise in their proxies. Proxies given by beneficial holders to shareholders of record may not be so voted unless beneficial holders specify a vote in their proxies. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement in accordance with Section 14A of the Exchange Act. As described in detail under the heading “Executive Compensation – Compensation Discussion and Analysis”, the Company’s executive compensation program is designed to attract, reward and retain talented executives whose abilities are critical to the success of the Company and its long-term goals of profitability and strong shareholder returns. Please read the “Compensation Discussion and Analysis” section for additional details about our executive compensation programs, including information about the fiscal year 2025 compensation of our Named Executive Officers. Shareholders are being asked to indicate their support for the Company’s Named Executive Officer compensation as described in this Proxy Statement, which includes the “Compensation Discussion and Analysis” section and the compensation tables and related narrative disclosure. This proposal, commonly known as a “Say on Pay” proposal, gives shareholders the opportunity to express their views on our Named Executive Officers’ compensation. In 2025, this proposal received the support of 94% of votes cast. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, the Board recommends that you vote “FOR” on an advisory basis the compensation of the Named Executive Officers. The Company annually presents its shareholders with a say on pay proposal. The next non-binding, advisory vote on NEO compensation will be held at the Annual General Meeting in 2027. You have the opportunity to vote for, against or abstain from voting on the following resolution related to executive compensation: RESOLVED, that the compensation paid to the company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED. The say on pay vote is advisory and, therefore, not binding on the Company, the Compensation Committee or the Board. However, the Board and the Compensation Committee value the opinions of the Company’s shareholders and will review the voting results and consider shareholder concerns. (1) 271,222 Common Shares (included in this total) were granted after December 31, 2025 subject to awards under the 2020 Plan and 2003 Director Plan granted in February 2026. All outstanding awards are in the form of restricted share awards and performance share units. For the avoidance of doubt, there are no outstanding stock options or stock appreciation rights (“SARs”) and there are no outstanding awards under the 2009 Director Plan. For additional information regarding outstanding awards under the Company’s equity compensation plans as of December 31, 2025, please refer to the section of this proxy statement below titled “Securities Authorized for Issuance under Equity Compensation Plans.” (2) Amount reflects Total Shares Available for Grant after the issuance 213,350 restricted share awards under the 2020 Plan, 10,560 restricted share awards under the 2003 Director Plan and 47,312 performance share units at target performance level under the 2020 Plan, all of which were granted after December 31, 2025. 22 2026 Proxy Statement Proposal No. 4 — Amendment to the 2020 Stock Incentive Plan Proposal No. 4 — Approval Of An Amendment To The Everest Group, Ltd. 2020 Stock Incentive Plan. The Board recommends that you vote FOR the approval of the First Amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan to be effective upon shareholder approval. Proxies given by shareholders of record will be so voted unless the shareholders specify otherwise in their proxies. Proxies given by beneficial holders to shareholders of record may not be so voted unless beneficial holders specify a vote for approval in their proxies.

  14. President & CEO

    The Everest Group, Ltd. 2020 Stock Incentive Plan (the “2020 Plan”) was first adopted by the Board on February 27, 2020 and approved by the Company’s shareholders on May 11, 2020. On February 26, 2026, the Board adopted the First Amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan (the “First Amendment”), subject to approval by the Company’s shareholders. The First Amendment will become effective immediately upon approval by the shareholders. The Board adopted the First Amendment to increase the number of shares of Common Stock available for issuance under the 2020 Plan (the 2020 Plan, as amended by the First Amendment, the “Amended Plan”). If the First Amendment is approved by the Company’s shareholders, the number of Common Shares available for delivery under the Amended Plan as of March 16, 2026 will increase by 812,000 shares from 233,455 to 1,045,455. The anticipated practical impact of this increase will be to allow the Board to continue to grant awards under the Amended Plan for approximately three to four years without need for further amendment. This estimate is based on the Company’s three-year average annual rate of grants of 255,148 Common Shares per year, and assumes that future grants will be generally consistent with past practice, and adjusted to reflect anticipated changes to the Company’s business. The actual number of years for which the additional Common Shares will be sufficient may be influenced by various factors, including changes in our grant practices, business and market conditions, our stock price, and tax, legal and regulatory developments. The Board recommends shareholders approve the First Amendment, because the Board believes it is important for employees and others providing services to the Company and its subsidiaries to have an equity interest in the Company so that their interests are aligned with shareholder interests. Following approval by the shareholders, the Company intends to register the shares issued under the First Amendment with the U.S. Securities and Exchange Commission (the “SEC”). On March 16, 2026, the closing sale price of the Common Shares as reported on the New York Stock Exchange was $320.52 per share. Modest Shareholder Dilution1 The following table shows the Company’s potential dilution (referred to as “overhang”) levels, based on the Company’s “Total Potential Overhang,” which includes our request for 812,000 Common Shares to be approved for grants under the Amended Plan, and our “Common Shares Outstanding.” These requested shares represent approximately 4.30% of our outstanding Common Shares, calculated as described in the table below. All data in the table is based upon shares remaining available for grant under the 2020 Plan, the Company’s 2009 Stock Option and Restricted Stock Plan for Non- Employee Directors (the “2009 Director Plan”) and the Company’s 2003 Non-Employee Director Equity Compensation Plan, as amended, (the “2003 Director Plan”) and awards issued and outstanding under the 2020 Plan and 2003 Director Plan, in each case as of March 16, 2026:

  15. President & CEO

    | Total Equity Grants Outstanding1 | 610,108 | | Total Shares Available for Grant2 | 510,029 | | Additional Shares Requested | 812,000 | | Total Potential Overhang | 1,932,137 | | Common Shares Outstanding | 44,886,259 | | Potential Dilution of 1,932,137 Additional Common Shares as a Percentage of Common Shares Outstanding | 4.30% | | Market Closing Price of Common Stock | $320.52 |

  16. President & CEO

    2026 Proxy Statement 23 Proposal No. 4 — Amendment to the 2020 Stock Incentive Plan The following summary of the material terms of the Amended Plan is qualified in its entirety by the full text of the Amendment, a copy of which is attached as Appendix B to this Proxy Statement, and the 2020 Plan which was filed as Appendix A to the 2020 Proxy Statement on April 9, 2020.

  17. 2025 Director Compensation Table

    2025 Director Compensation Table

  18. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(2) | Share Awards(3) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(4)(5) | Total | | John Amore | $125,000 | $325,007 | - | - | $14,496 | $464,503 | | William F. Galtney Jr. | $125,000 | $325,007 | - | - | $14,496 | $464,503 | | John A. Graf | $251,375 | $325,007 | - | - | $14,496 | $590,878 | | Meryl Hartzband | $125,000 | $325,007 | - | - | $14,496 | $464,503 | | Laura Hay | $45,516 | $325,729 | - | - | $3,816 | $375,061 | | John Howard | $102,778 | $325,508 | - | - | $7,248 | $435,534 | | Allan Levine | $65,247 | $325,308 | - | - | $3,828 | $394,383 | | Gerri Losquadro | $125,000 | $325,007 | - | - | $14,496 | $464,503 | | Hazel McNeilage | $125,000 | $325,007 | - | - | $15,896 | $465,903 | | Darryl Page | $78,641 | $325,308 | - | - | $3,828 | $407,777 | | Roger M. Singer | $125,000 | $325,007 | - | - | $24,496 | $474,503 | | Joseph V. Taranto* | $157,622 | $325,007 | - | - | $1,872 | $484,501 |

  19. 2025 Director Compensation Table

    *Mr. Taranto retired from the Board on May 14, 2025. (1) Messrs. Williamson and Andrade did not receive compensation for service on the Board. Their 2025 compensation is set forth in the 2025 Summary Compensation Table. (2)For their Board services in 2025, all of the directors elected to receive their retainer in cash except for Ms. Hartzband and Messrs. Howard and Levine who received 356, 295 and 188 shares, respectively, in compensation for their services. (3)The amount shown is the aggregate grant date fair value of the 2025 grant computed in accordance with FASB Statement Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) calculated by multiplying the number of shares by the fair market value (the average of the high and low of the Company’s stock price on the NYSE on the date of grant) (“FMV”) and otherwise using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s 2025 Form 10-K. Messrs. Amore, Galtney, Graf, Singer and Taranto and Mses. Hartzband, Losquadro and McNeilage were each awarded 936 restricted shares on February 27, 2025 at a fair market value of $347.23 per share. Mr. Howard was awarded 906 restricted shares on March 6, 2025 at a fair market value of $359.28 per share. Messrs. Levine and Page were each awarded 957 restricted shares on June 23, 2025 at a fair market value of $339.93 per share. Ms. Hay was awarded 954 restricted shares on August 20, 2025 at a fair market value of $341.44 per share. (4)Dividends paid on each director’s restricted shares. For Mr. Singer, this amount also includes $10,000 in director fees for meetings attended as a director of both Bermuda Re and International Re. (5)As of December 31, 2025, each director held the following number of outstanding restricted shares: Mr. Amore, 1,812; Mr. Galtney 1,812; Mr. Graf, 1,812; Ms. Hartzband, 1,812; Ms. Hay, 954; Mr. Howard, 906; Mr. Levine, 957; Ms. Losquadro, 1,812; Ms. McNeilage, 1,987; Mr. Page, 957 and Mr. Singer, 1,812. 42 2026 Proxy Statement Board Structure and Risk Oversight Board Structure And Risk Oversight

  20. Components of the Company’s Compensation Program

    | | Short Term | Compensation Component* | Description | Key Features | | | | | Fixed component of compensation intended to attract and retain top talent | Generally positioned near the median of our pay level peer group, but varies with individual skills, experience, responsibilities and performance | | At-Risk Pay | | | Performance goals established at the beginning of each fiscal year that support long-term growth and operational efficiencies Intended to motivate annual performance with respect to key financial measures, coupled with individual performance factors | For 2025, the cash bonus was tied to Adjusted Net Operating Income ROE, as defined below (60% weighting); final awards also consider achievement of individual goals (40% weighting) Messrs. Williamson, Kociancic and Anzaldua participated in the Executive Performance Annual Incentive Plan (“Executive Incentive Plan”) for 2025 with the maximum bonus potential for award to any participant not to exceed $3.5 million. Ms. Beggs participated in the Annual Incentive Plan for 2025. | | | Long Term | | Intended to motivate long-term performance with respect to key financial measures and align our NEOs’ interests with those of our shareholders | Tied to the rate of annual Adjusted Net Operating Income ROE and TSR relative to our peer group over a three-year period, measured cumulatively For 2025, payouts range from 0% of target payout to 200% of target payout, depending on performance after 3 years | | | | | Intended to motivate long-term performance and value creation, align our NEOs’ interests with shareholders’ interests and promote retention | Annual restricted stock grants vest at the rate of 33 1/3% per year over a three year period after the grant date. |

  21. The Role of Peer Companies and Benchmarking

    The Role of Peer Companies and Benchmarking The Compensation Committee identified a peer group comprised of companies in our industry for purposes of benchmarking and evaluating the competitiveness of our pay levels and compensation packages for our Named Executive Officers. In determining the final composition of the peer group, the Compensation Committee selected publicly traded, comparably-sized insurers and reinsurers that directly compete with the Company for business and talent. The Compensation Committee reviews both compensation and performance at peer companies as a benchmark when setting target compensation levels that it believes are commensurate with the Company’s performance. Although the Compensation Committee did not set compensation components to meet specific benchmarks, it did utilize the peer group compensation data in determining relative performance against targets for applicable incentive compensation metrics. Further, the Compensation Committee utilized such peer group metrics in setting Named Executive Officer targets for fiscal year 2025. As noted below, three new peer companies were added in 2025. 54 2026 Proxy Statement The Company’s Compensation Philosophy and Objectives

  22. The Role of Peer Companies and Benchmarking

    | The Compensation Committee considered one or more of the following factors in identifying each of the peer group companies: | | | Companies that have a similar business or industry | Companies that have a mix of property and casualty (P&C), reinsurance and multi-line insurance. | | | Companies that include Everest in their peer group. | | | Companies with a global strategy and footprint. | | Companies that we compete with | Companies with which we compete for business or talent in the market. | | Company size | Companies based on their revenue and asset size. | | Companies subject to pay disclosures | Availability of publicly available financial reporting and proxy data. |

  23. The Role of Peer Companies and Benchmarking

    For 2025, the Compensation Committee selected the following companies to serve as our compensation peer group:

  24. The Role of Peer Companies and Benchmarking

    | AIG | Cincinnati Financial | Old Republic International* | | American Financial Group* | CNA Financial | Renaissance Re | | Arch Capital | Hanover Insurance | Travelers Companies* | | Axis Capital | Hartford Financial | W.R. Berkley | | Chubb | Markel | |

  25. The Role of Peer Companies and Benchmarking

    *Peer companies added in 2025

  26. Annual Base Salary and Bonus Determinations

    Annual Base Salary and Bonus Determinations The base salaries of our Named Executive Officers are determined by the Compensation Committee, established upon hire or assignment date and reconsidered annually or as responsibilities change. In setting an executive’s initial base salary, the Compensation Committee considers the executive’s abilities, qualifications, accomplishments and prior experience. The Compensation Committee also considers base salaries of similarly situated executive officers in its identified peer companies when assessing competitive conditions in the industry. Subsequent adjustments to the executive’s base salary in the form of annual raises or upon renewal of an employment agreement take into account the executive’s prior performance, the financial performance of the Company and the executive’s contribution to the Company’s performance over time, as well as competitive conditions in the industry. In 2025, Mr. Williamson’s base salary was increased to reflect his new responsibilities as President and Chief Executive Officer of the Company. Ms. Beggs’s base salary was increased in July 2025 in connection with her promotion to Executive Vice President and Chief Executive Officer of Reinsurance. Mr. Vidovich’s base salary was established upon hire in November 2025.

  27. Annual Base Salary and Bonus Determinations

    | Named Executive Officer | 2024 Salary | 2025 Salary | Percentage Change | | Jim Williamson | $900,000 | $1,250,000 | 38.9% | | Juan C. Andrade | $1,250,000 | $1,250,000 | —% | | Mark Kociancic | $900,000 | $940,000 | 4.4% | | Jill Beggs | $675,000 | $725,000 | 7.4% | | Anthony Vidovich | $— | $700,000 | —% | | Ricardo Anzaldua | $680,000 | $680,000 | —% |

  28. Incentive Based Bonus Plans

    Incentive Based Bonus Plans In connection with fiscal year 2025 performance, the Company awarded annual performance-based cash bonuses to the applicable Named Executive Officers pursuant to the Executive Incentive Plan. Ms. Beggs participated in the Annual Incentive Plan. Mr. Andrade did not receive an annual performance-based cash bonus for 2025. In connection with his joining the Company, Mr. Vidovich received an incentive bonus payment of $900,000 in March 2026, as specified under the terms of his Employment Agreement with the Company dated September 25, 2025 and Addendum thereto dated November 11, 2025 (collectively referred to herein as the “Vidovich Employment Agreement”), copies of which were filed with the SEC as Exhibits 10.54 and 10.55 to the Company’s 2025 Form 10-K. This bonus payment was intended to compensate Mr. Vidovich for the 2025 annual bonus payment forfeited at his prior employer. (1) Adjusted Net Operating Income ROE (also referred to herein as Adjusted Operating ROE) is a non-GAAP financial measure that management uses to measure performance. Adjusted Net Operating Income ROE consists of net income (loss) excluding after tax net gain (loss) on investments and after -tax net foreign exchange income (expense) with an adjustment to the catastrophe loss amount. Adjusted catastrophe losses are actual catastrophe losses that are adjusted based upon where they fall within a Board approved range of potential catastrophe losses for a particular year. If actual catastrophe losses fall within the range, no adjustment is made to the actual catastrophe loss amounts. If actual catastrophe losses fall above the high end of the range (+25% of forecasted catastrophe losses) or below the low end of the range (-25% of forecasted catastrophe losses), then the respective maximum or minimum dollar limits are used to replace the actual catastrophe losses within the Adjusted Net Operating Income ROE calculation. Actual 2025 catastrophe losses fell within the range for 2025, therefore there was no adjustment. Please see Appendix A for more information and available reconciliations of non-GAAP measures. 2026 Proxy Statement 55 The Company’s Compensation Philosophy and Objectives

  29. Executive Performance Annual Incentive Plan

    Executive Performance Annual Incentive Plan In addition to other criteria, the Executive Incentive Plan provides that the total amount of awards granted to all participants in any one year may not exceed 10% of the Company’s average annual income before taxes for the preceding five years. Pursuant to the terms of the Executive Incentive Plan, within 90 days after the beginning of the fiscal year, the Compensation Committee selects those executive officers of the Company and its subsidiaries who will participate in the Executive Incentive Plan for that year. In February 2025, the Compensation Committee selected Messrs. Williamson, Kociancic and Anzaldua to be participants in the Executive Incentive Plan for 2025. The Compensation Committee sets maximum potential bonus amounts for each participant based on achievement of specific performance criteria, chosen from among the performance criteria set forth in the Executive Incentive Plan, that closely align Company financial performance to long-term shareholder value creation. The Compensation Committee may exercise discretion and award an amount that is less than the potential maximum amount to reflect actual corporate, business unit and individual performance. The Executive Incentive Plan provides for a bonus cap pursuant to which the maximum potential bonus for each of the CEO and any other participant in the Executive Incentive Plan cannot exceed $3.5 million. In 2025, the maximum bonus payout under the Executive Incentive Plan was (i) for Mr. Williamson, 140% of his target incentive bonus and (ii) for Messrs. Kociancic and Anzaldua, 200% of their respective target incentive bonuses, in each case, subject to the foregoing $3.5 million cap. Subject to the foregoing maximums, the Compensation Committee determined the total bonus amounts for Messrs. Williamson, Kociancic and Anzaldua for 2025 would be based on two independent performance criteria: (1) Company financial performance (60% weighting) and (2) individual performance (40% weighting). The Compensation Committee established full-year operating plan ROE targets for the Company as the financial performance criteria to be applied in connection with a portion of their bonus compensation. Further, the Compensation Committee considers 60% of the potential maximum bonus eligible to be earned based on tiered Company Adjusted Net Operating Income ROE(1) results above and below the set operating plan ROE target. The Compensation Committee separately considers the remaining 40% of the potential maximum bonus eligible to be earned by each participant based upon successful achievement of individual, generally non-financial, goals established for such participant. Consideration of individual performance is done to acknowledge that the property and casualty (re)insurance business is a risk-based endeavor where a company’s financial results in any one financial year may be impacted by exogenous factors beyond employees’ control, including but not limited to an unexpectedly severe hurricane season or other natural peril catastrophe activity. Implicit in such a determination is the recognition that our financial success over the long term is not dependent on any one financial year’s results. Individual goals in any given year may include, but are not limited to, factors that may be applicable to each NEO, such as demonstrated leadership, risk management and loss mitigation protection practices, strategic goal setting, performance against annual operating plan, capital management, strategic expansion initiatives, demonstrating our cultural values and behaviors and growing Everest’s investor base. Finally, the 40% qualitative element also allows the Compensation Committee broad discretion to consider market performance measures, such as TSR, as part of executive performance without setting a specific performance target. This balanced approach allows the Company to remain competitive and foster retention of high-performing Named Executive Officers. Further, the Compensation Committee is not bound to any minimum bonus amount and retains discretion to scale the payments below the potential maximum bonus and to award no cash bonus to any Named Executive Officer. For Messrs. Williamson, Kociancic and Anzaldua, their maximum potential bonus awards were tied to the performance criteria as described in more detail below. Ms. Beggs’s annual incentive award for 2025 was determined under the terms of the Company’s Annual Incentive Plan, based on a mix of Company performance, Reinsurance division results and objectives and key results. Ms. Beggs’s performance goals for 2025 included: Company Adjusted Net Operating Income ROE (20% weighting) and Reinsurance division business results and strategic objectives in areas such as underwriting quality and pricing (80% weighting). 56 2026 Proxy Statement The Company’s Compensation Philosophy and Objectives

  30. 2025 Incentive-Based Bonus Targets and Awards

    2025 Incentive-Based Bonus Targets and Awards

  31. 2025 Incentive-Based Bonus Targets and Awards

    | Named Executive Officer | Target Incentive Bonus (% Base Salary) | Target Incentive Bonus | Plan Maximum Incentive Bonus | Actual Bonus Award | | Jim Williamson* | 200% | $2,500,000 | $3,500,000 | $2,200,000 | | Mark Kociancic* | 175% | $1,645,000 | $3,290,000 | $1,645,000 | | Jill Beggs* | 130% | $942,500 | $— | $900,000 | | Ricardo Anzaldua | 140% | $952,000 | $1,904,000 | $952,000 | | TOTAL | | $6,039,500 | $8,694,000 | $5,697,000 |

  32. 2025 Incentive-Based Bonus Targets and Awards

    * Mr. Williamson’s, Mr. Kociancic’s and Ms. Beggs’s Target Incentive Bonus percentages increased to 200%, 175% and 130% of base salary, respectively, in 2025. Based on actual Adjusted Net Operating Income ROE of 12.4% and individual performance in 2025, Mr. Williamson and Ms. Beggs received the actual bonus awards listed above. For a more detailed discussion of Company performance, each NEO’s performance and the actual incentive cash bonus awarded for 2025, please see the “Incentive Cash Bonus” section below. Mr. Kociancic received a target bonus pursuant to the terms of his Transition Agreement (as defined below). In recognition of his transition to retirement, the Compensation Committee awarded Mr. Anzaldua an annual bonus at target. In recognition of the forfeited 2025 bonus from his prior employer, Mr. Vidovich received a $900,000 bonus, as specified under the terms of the Vidovich Employment Agreement. Mr. Andrade did not receive a 2025 bonus due to his resignation from the Company.

  33. Long-Term Compensation Determinations

    Long-Term Compensation Determinations The second component of the Company’s executive compensation plan is premised on a strategic view of compensation. This long-term compensation component is achieved through the 2020 Stock Incentive Plan. Awards under the 2020 Stock Incentive Plan are generally intended to reinforce management’s long-term emphasis on corporate performance, provide an incentive for key executives to remain with the Company for the long term and provide a strong incentive for employees to work to increase shareholder value by aligning employees’ interests with those of the shareholders. Equity awards granted to the NEOs in 2025, 2024 and 2023, in each case, were in the form of restricted shares and performance share units. In 2025, Named Executive Officers’ annual long-term incentive awards are 50% in the form of PSUs that could only be earned upon the satisfaction of specific Company financial performance metrics over a 3-year period and 50% restricted stock. With respect to the equity award process, the CEO makes recommendations to the Compensation Committee for each eligible executive officer, other than himself, and the proposed awards are discussed with and reviewed by the Compensation Committee. While the Compensation Committee takes into account management’s input on award recommendations, all final determinations are in the subjective judgment and discretion of the Compensation Committee. In determining the final award amounts, the Compensation Committee reviews each recipient’s demonstrated past and expected future individual performance, his/her contribution to the financial performance of the Company over time, the recipient’s level of responsibility within the Company, his/her ability to affect shareholder value and the value of past share awards. Finally, the Compensation Committee also considers the value of equity awards granted to similarly situated executive officers by our pay level peer group to ensure a competitively attractive overall compensation package. Equity grants have historically been made at the Compensation Committee’s February meeting. The Company does not currently grant stock options and there is no policy or practice on the timing of awards of options in relation to the disclosure of material non-public information. The table below lists the target percentage and actual annual long term-incentive awards from February 2025. 2026 Proxy Statement 57 The Company’s Compensation Philosophy and Objectives

  34. 2025 Stock Targets* and Awards**

    | Named Executive Officer | Stock Target (% Base Salary) | Restricted Stock Award | Performance- Share Unit Award | | Jim Williamson | 217% | $1,325,195 | $1,325,195 | | Mark Kociancic | 217% | $1,000,011 | $1,000,011 | | Jill Beggs | 129% | $437,828 | $437,828 | | Ricardo Anzaldua | 160% | $544,271 | $544,271 | | TOTAL | | $3,307,305 | $3,307,305 |

  35. 2025 Stock Targets* and Awards**

    *The 2025 annual long-term incentive stock targets, upon which the February grants were based, were as follows: for Mr. Williamson, $1,950,000, for Mr. Kociancic, $1,950,000, for Ms. Beggs, $875,000 and for Mr. Anzaldua, $1,088,000. Subsequently, the long-term incentive stock target percentages of Messrs. Williamson, Kociancic and Ms. Beggs increased to 420%, 266% and 138%, respectively, of base salary. Neither Mr. Andrade nor Mr. Vidovich had annual long-term incentive stock targets or equity awards in 2025. **Awards listed in the table do not include the one-time 2025 retention equity grants awarded to Messrs. Williamson and Kociancic and Ms. Beggs. For additional information regarding these one-time retention awards, please see the section below titled "Time-Vested Share Awards."

  36. Time-Vested Share Awards

    Time-Vested Share Awards We believe that restricted shares encourage employee retention and reward employees consistent with long-term shareholder value creation. Restricted share awards granted prior to 2024 vest over a five-year period at the rate of 20% per year for the Named Executive Officers and are generally forfeited if the recipient leaves the Company before vesting. Commencing with 2024, grants of restricted share awards began vesting in equal installments over a three-year period. In February 2025, after Mr. Andrade’s departure and Mr. Williamson’s appointment as President and CEO, the Company granted special one-time retention awards of time-vested restricted shares vesting in equal installments over a three year period to Messrs. Williamson and Kociancic, with grant date fair values of $2,500,200 and $1,500,189, respectively. Ms. Beggs received a similarly structured one-time retention award of time-vested restricted shares with a grant date value of $1,000,187 after her promotion to Executive Vice President and CEO of Reinsurance in mid-2025. 58 2026 Proxy Statement The Company’s Compensation Philosophy and Objectives

  37. Performance Share Units

    Performance Share Units The Compensation Committee grants annual performance-based equity awards to Named Executive Officers in the form of performance share units (“PSUs”) that can be earned only upon the achievement of certain Company financial metrics. The performance metrics are measured over three one-year performance periods based on annual goals and on goals measured cumulatively over a three-year performance period. To better align with market practice, the performance-based equity awards granted to the applicable NEOs in 2025 differed from the PSUs granted in prior years in the following ways: •dividend equivalents are accrued and paid in proportion to the number of PSUs that actually vest; •PSU vesting will be based on the level of achievement of two equally weighted financial performance measures: Adjusted Net Operating Income ROE (adjusted for the impact of catastrophe losses, if applicable) and relative change in TSR as compared to a peer group (as further described below); and •the maximum payout multiplier percentage for PSUs increased from 175% to 200%. At fiscal year-end 2025, we completed the third and final year of the PSU performance period for our 2023 awards, the second year of the PSU performance period for our 2024 awards and the first year of the PSU performance period for our 2025 awards. For the 2023, 2024 and 2025 PSUs, the performance periods are January 1, 2023 through December 31, 2025, January 1, 2024 through December 31, 2026 and January 1, 2025 through December 31, 2027, respectively. Each PSU gives the recipient the right to receive up to 1.75 shares (for the 2023 and 2024 grants) or up to 2 shares (for the 2025 grants) upon settlement at the end of the three-year performance period depending on the level of achievement of certain financial performance targets. For the 2023 and 2024 PSUs, the shares represented by the PSUs are earned only upon the satisfactory achievement of three metrics: cumulative TSR growth measured against peers over a three-year period, annual Net Operating Income Return on Equity and TSR, each measured against targets set by the Compensation Committee. For the 2025 PSU grants, the Compensation Committee elected to increase the percentage weighting of the cumulative TSR growth measure to 50%, use Adjusted Net Operating Income ROE, and to eliminate TSR as a measure to better align with market practice. TSR is defined as the annual growth in book value per common share outstanding (excluding Unrealized Gains and Losses on Fixed Maturity, available for sale Investments) plus dividends per share. Net Operating Income ROE, for purposes of PSU awards, is defined as after-tax net operating income divided by average adjusted shareholders’ equity. Adjusted Net Operating Income ROE consists of net income (loss) excluding after tax net gain (loss) on investments and after -tax net foreign exchange income (expense) with an adjustment to the catastrophe loss amount, if applicable. The Compensation Committee selected Adjusted Net Operating Income ROE as one of the financial metrics for the PSUs because this metric correlates closely with shareholder value over both intermediate and longer-term periods and is a widely-used financial metric in the insurance and reinsurance industry for assessing company performance. The tables below set forth the 2023, 2024 and 2025 PSU target awards for each applicable NEO and performance measures. Mr. Andrade’s PSUs were forfeited due to his departure from the Company in January 2025. Mr. Vidovich did not receive PSU awards in the years listed below.

  38. Performance Share Units

    | Target Awards for Named Executive Officers | | | | | | Performance Year | Jim Williamson | Mark Kociancic | Jill Beggs | Ricardo Anzaldua | | 2023 PSUs | 1,100 | 1,335 | 665 | — | | 2024 PSUs | 1,787 | 1,827 | 724 | 1,037 | | 2025 PSUs | 3,847 | 2,903 | 1,271 | 1,580 |

  39. Performance Share Units

    2026 Proxy Statement 59 The Company’s Compensation Philosophy and Objectives

  40. Performance Share Units

    | 2023 PSU Target Measures | | | | | | | | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target ROE | 0% | 25% | 100% | 175% | | Net Operating Income ROE | 50% | 2023 | 13.5%-14.5% | <6.0% | 6.0% | 13.5%-14.5% | >=20.0% | | | | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | | | | 2025 | 15.0% | <9.0% | 9.0% | 15% | >=18% | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target TSR | 0% | 25% | 100% | 175% | | TSR | 25% | 2023 | 13.5%-14.5% | <6.0% | 6.0% | 13.5%-14.5% | >=20.0% | | | | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | | | | 2025 | 15.0% | <9.0% | 9.0% | 15% | >=18% | | | | | | Award Multiplier | | | | | | Weight | Performance Period | Target | 0.0% | 25% | 100% | 175% | | 3Yr Relative Change in TSR Compared to Peers | 25% | 2023-2025 | Median | <25th %tile | 25th %tile | Median | >=75th %tile |

  41. Performance Share Units

    | 2024 PSU Target Measures | | | | | | | | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target ROE | 0% | 25% | 100% | 175% | | Net Operating Income ROE | 50% | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | | | | 2025 | 15.0% | <9.0% | 9.0% | 15.0% | >=18% | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target TSR | 0% | 25% | 100% | 175% | | TSR | 25% | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | | | | 2025 | 15.0% | <9.0% | 9.0% | 15.0% | >=18% | | | | | | Award Multiplier | | | | | | Weight | Performance Period | Target | 0.0% | 25% | 100% | 175% | | 3Yr Relative Change in TSR Compared to Peers | 25% | 2024-2026 | Median | <25th %tile | 25th %tile | Median | >=75th %tile |

  42. Performance Share Units

    | 2025 PSU Target Measures | | | | | | | | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target ROE | 0% | 25% | 100% | 200% | | Net Operating Income ROE | 50% | 2025 | 15.0% | <9.0% | 9.0% | 15.0% | >=18% | | | | | | Award Multiplier | | | | | | Weight | Performance Period | Target | 0.0% | 25% | 100% | 200% | | 3Yr Relative Change in TSR Compared to Peers | 50% | 2025-2027 | Median | <25th %tile | 25th %tile | Median | >=75th %tile |

  43. Performance Share Units

    As displayed above, the portions of the 2023, 2024 and 2025 PSU grants that are subject to the Net Operating Income ROE financial metric (50% for the 2023, 2024 and 2025 PSUs) are eligible to be earned annually in one-third tranches over the three-year performance period based upon target Net Operating Income ROE figures determined by the Compensation Committee annually. In setting the 2025 Net Operating Income ROE target, the Compensation Committee considered the Company’s 2025 operating business plan reflecting management’s view of market conditions, modeled expected results, business mix and product diversification. For the 2025 annual performance period, the Compensation Committee set a target Net Operating Income ROE of 15%, with one-third of the applicable Named Executive Officers’ 2023, 2024 and 2025 PSUs eligible to be earned under the Net Operating Income ROE metric as measured by the Company’s full-year performance from January 1, 2025 through December 31, 2025. Earn-outs between the performance levels are determined by straight-line interpolation. 60 2026 Proxy Statement The Company’s Compensation Philosophy and Objectives The tables below set forth the amount of 2023 PSUs eligible to be earned to date by each applicable NEO based upon Net Operating Income ROE. The earn-out reflects the percentage of the total target award that can be earned in any one performance period, which is one-third of 50% (i.e., 16.7%) of the NEO’s total PSU target award for the 2023, 2024 and 2025 PSUs. The number of shares actually earned is calculated by applying the target award multiplier based upon the Company’s full year performance: 2023 PSU ROE Grant

  44. Performance Share Units

    | Net Operating Income ROE | | | | | Jim Williamson | Mark Kociancic | Jill Beggs | | | | | | | Target Award | | | | | | | | | 1,100 | 1,335 | 665 | | | Target Goal | Actual | Weight % | Target Multiplier (% of Target) | Earned PSUs | | | | 2023 Period | 13.5%-14.5 % | 18.7% | 16.7% | 157.3% | 289 | 350 | 175 | | 2024 Period | 17.0% | 9.0% | 16.7% | 33.3% | 62 | 75 | 37 | | 2025 Period | 15.0% | 12.4% | 16.7% | 67.5% | 124 | 151 | 75 |

  45. Performance Share Units

    All earned shares resulting from achievement of the metrics herein are delivered to the participant upon the Compensation Committee’s confirmation of the final earned amounts at the end of the 2023 PSUs respective three-year performance periods. Messrs. Anzaldua and Vidovich joined the Company after the 2023 PSU grants were made, so they did not receive grants. Due to Mr. Andrade’s resignation from the Company, effective January 5, 2025, he forfeited PSUs and restricted shares scheduled to vest thereafter. 2023 PSUs TSR Against Target Grant For the 2023 PSU grant, for which performance was completed in 2025, the Compensation Committee used TSR measured against targets selected by the Compensation Committee as a metric. The TSR award metrics determined by the Compensation Committee in February 2026 are as follows:

  46. Performance Share Units

    | 2023 TSR Award | | | | | Jim Williamson | Mark Kociancic | Jill Beggs | | | | | | | Target Award | | | | | | | | | 1,100 | 1,335 | 665 | | | Target | Actual | Weight % | Award Multiplier (% of Target) | Earned PSUs | | | | 2023 Period | 13.5%-14.5% | 21.3% | 8.3% | 175% | 161 | 195 | 97 | | 2024 Period | 17.0% | 9.2% | 8.3% | 35.0% | 33 | 39 | 19 | | 2025 Period | 15.0% | 13.1% | 8.3% | 76.2% | 70 | 85 | 43 |

  47. Performance Share Units

    Since Messrs. Anzaldua and Vidovich joined the Company after the 2023 PSU grants were made, they did not receive awards. Due to Mr. Andrade’s resignation from the Company effective January 5, 2025, he forfeited PSUs and restricted shares scheduled to vest thereafter. 2026 Proxy Statement 61 The Company’s Compensation Philosophy and Objectives 2023-2025 PSUs TSR Against Peers Grant The PSU awards eligible to be earned based on relative change to TSR are benchmarked against the percentage change in TSR of a selected peer group, as measured cumulatively from January 1, 2023 through December 31, 2025 for the 2023 PSUs. For the 2023 PSU awards, the Compensation Committee determined that the following companies would serve as the peer group:

  48. Performance Share Units

    | AIG | Cincinnati Financial | Markel | | Arch Capital | CNA Financial | Renaissance Re | | Axis Capital | Hanover Insurance | W.R. Berkeley | | Chubb | Hartford Financial | |

  49. Performance Share Units

    Companies that are no longer listed on a public exchange (e.g., due to acquisition or merger) during a measurement period are omitted from the cumulative percentage change in TSR benchmarking for the entire related measurement periods. Earn-outs between target levels for PSUs subject to the percentage change in TSR metric are also determined by straight-line interpolation and will be certified by the Compensation Committee for eligibility at the end of the 2023 PSU three-year performance periods. For the 2023 PSUs, the percentage change in TSR metrics determined by the Compensation Committee in 2026 are as follows:

  50. Performance Share Units

    | 2023 PSU Relative Change to TSR against Peers | | | | | Jim Williamson | Mark Kociancic | Jill Beggs | | | | | | | Target Award | | | | | | | | | 1,100 | 1,335 | 665 | | | Weight | Earn Out % | Actual Performance | Award Multiplier (% of Target) | Earned PSUs | | | | 2023-2025 Period | 25% | 25% | 64th percentile | 142% | 391 | 474 | 237 |

  51. Performance Share Units

    Since Messrs. Anzaldua and Vidovich joined the Company after the 2023 PSU grants were made, they did not receive awards. Due to Mr. Andrade’s resignation from the Company effective January 5, 2025, he forfeited PSUs and restricted shares scheduled to vest thereafter. As a result, the total 2023 PSUs earned, taking into account satisfactory achievement of the three financial performance metrics is as follows:

  52. Performance Share Units

    | | Jim Williamson | Mark Kociancic | Jill Beggs | | 2023 PSU Target Award | 1,100 | 1,335 | 665 | | Total 2023-2025 Net Operating Income ROE PSUs Earned | 475 | 576 | 287 | | Total 2023-2025 TSR PSUs Earned | 264 | 319 | 159 | | Total Relative TSR PSUs Earned | 391 | 474 | 237 | | Total PSUs Earned | 1,129 | 1,369 | 683 |

  53. Performance Share Units

    PSU shares not earned because of failure to achieve the set metrics are forfeited. All earned shares resulting from achievement of the metrics are delivered to the participant upon confirmation by the Compensation Committee of the final earned amounts at the end of the PSUs three-year performance period. Due to Mr. Andrade’s resignation from the Company, effective January 5, 2025, he forfeited PSUs and restricted shares scheduled to vest thereafter. Since Messrs. Anzaldua and Vidovich joined the Company after the 2023 PSU grants were made, they did not receive awards. 62 2026 Proxy Statement The Company’s Compensation Philosophy and Objectives

  54. Financial Performance Measures Linking CEO and NEO Compensation to

    Financial Performance Measures Linking CEO and NEO Compensation to

  55. Incentive Cash Bonus

    Incentive Cash Bonus For Mr. Williamson, the total bonus was determined by application of two independent components: (1) Company financial performance criteria and (2) individual performance criteria. For bonus calculation purposes, these components are weighted 60% Company financial performance criteria and 40% individual performance criteria. Ms. Beggs participated in the Annual Incentive Plan. Her bonus determination was based on a mix of Company, Reinsurance division financial and strategic objectives and key results. Mr. Kociancic received a target bonus pursuant to the terms of his Transition Agreement. In recognition of his transition to retirement, the Compensation Committee awarded Mr. Anzaldua an annual bonus at target. Mr. Vidovich received an incentive bonus payment of $900,000 in March 2026, as specified under the terms of the Vidovich Employment Agreement. This bonus payment was intended to compensate Mr. Vidovich for the 2025 annual bonus payment forfeited at his prior employer. For 2025, the Compensation Committee adopted the 2025 Adjusted Net Operating Income ROE (as defined above) as the target financial performance metric. After considering whether to include multiple financial metrics to measure performance, the Compensation Committee concluded that for (re)insurance companies such as Everest, whose ultimate success in value creation derives from disciplined underwriting, prudent risk management and careful exposure analysis in maximizing capital efficiency, Adjusted Net Operating Income ROE is a key performance indicator that ties each of these value components together. Adjusted Net Operating Income ROE provides a holistic measurement of operating performance because it encompasses the results of key individual performance indicators such as growth strategy, revenue, loss ratio, expense management and combined ratio. Further, it removes any short-term incentive for management to maximize any one particular metric in a given year. In setting Adjusted Net Operating Income ROE as the financial performance criterion for non-equity incentive compensation, the Compensation Committee determined that the targets were fair yet demanding in consideration of: •the 2025 operating plan, •the average operating return on equity achieved over several market cycles, •the average operating return on equity among the companies in the selected peer group and •the fact that the Company operates in an increasingly competitive and challenging market cycle. In measuring the Company’s performance against the target operating plan ROE, the Compensation Committee calculates an Adjusted Net Operating Income ROE. For purposes of this calculation, the Compensation Committee may employ an adjustment to Net Operating Income ROE to more accurately reflect a normalized catastrophe risk management measure over time and evaluate the executive team’s risk mitigation strategies. The adjustment for catastrophe losses depends upon where losses fall within a Board approved range of potential catastrophe losses for a particular year. If actual catastrophe losses fall within the range, no adjustment is made to the Adjusted Net Operating Income ROE calculation for actual catastrophe losses. If actual catastrophe losses fall above the high end of the range (+25% of forecasted catastrophe losses) or below the low end of the range (-25% of forecasted catastrophe losses), then the respective maximum or minimum dollar limits are used to replace the actual catastrophe losses within the Adjusted Net operating income calculation. Actual 2025 catastrophe losses fell within the range for 2025, therefore there was no adjustment. Our annual operating plan assumes a “normalized” level of natural catastrophe losses as derived from a 10,000-year simulation of potential modeled events, updated to quantify the growing impact of human activity on climate risk and the increased exposure factors associated with expected increased loss severity and frequency from extreme climate events. Such a “normalized” catastrophe loss level translates to a Net Operating Income ROE that can range widely from a low-single-digit to mid-teens percentage return for a given year based on competitive market factors such as interest rate changes, business mix, market capacity and the impact of alternative capital. Utilizing an adjusted catastrophe loss load in any one year will reflect, over the long term, the performance of the portfolio relative to expected performance and does not overly benefit compensation during benign years of catastrophe activity nor unduly penalize compensation during years of intense activity. This method takes account of the inherent volatility of catastrophe events from year to year and balances it against the normalizing effect of using an average annualized expected incidence of catastrophes over the long term. Consequently, over the long-term, the calculation of incentive compensation should reflect the actual performance of the portfolio relative to its expected performance. 2026 Proxy Statement 65 The Company’s Compensation Philosophy and Objectives

  56. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    Mr. Williamson’s Annual Cash Incentive Goals and Compensation Mr. Williamson served as the Company’s President and CEO in 2025, with a base salary of $1,250,000. For fiscal year 2025, the Compensation Committee established financial and individual performance-based criteria for purposes of establishing the bonus award amount for Mr. Williamson under the Executive Incentive Plan.

  57. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    | Maximum Bonus (140% of Target Bonus) | $3,500,000 | | Target Bonus (200% of Base Salary) | $2,500,000 |

  58. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    The Compensation Committee considered 60% of Mr. Williamson’s bonus to be independently determined based on the tiered Company Adjusted Net Operating Income ROE measures shown below.

  59. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    | Performance Level | Financial Performance Measure (Adjusted Net Operating Income ROE) | Potential Bonus (Financial Performance Component) | | | Maximum | >=18% | 60% of 140% of Target Bonus | $2,100,000 | | Target | 15.0% | 60% of Target Bonus | $1,500,000 | | Threshold | 9.0% | 60% of 25% of Target Bonus | $375,000 | | Below Threshold | <9.0% | Zero | $0 |

  60. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    After comparing the Company’s fiscal year 2025 results to the performance measures established, the Compensation Committee concluded, based on the actual Adjusted Net Operating Income ROE of 12.4%, that the resulting cash bonus for the financial performance based component for Mr. Williamson was as follows:

  61. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    | Financial Performance Measure (ROE) | 2025 Plan Operating ROE (Target) | 2025 Adjusted Operating ROE | Resulting Bonus (Financial Performance Based Component) | | 60.0% | 15% | 12.4% | $1,012,500 |

  62. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    The Compensation Committee separately considered the 40% portion of Mr. Williamson’s bonus based on individual performance.

  63. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    | Individual Performance Measure | Potential Bonus (Individual Performance Component) | | 40% of 140% of Target Bonus (Maximum) | $1,400,000 | | 40% of 100% of Target Bonus (Target) | $1,000,000 |

  64. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    In determining Mr. Williamson’s final 2025 bonus and equity award, the Compensation Committee took note of the Company’s strategic efforts under Mr. Williamson’s guidance in conjunction with his execution of responsibilities as CEO. The Committee gave particular consideration to Mr. Williamson’s leadership in reshaping the Company’s portfolio and strengthening the balance sheet, including the sale of renewal rights of the Commercial Retail Insurance business in certain geographies, completing the one-renewal casualty insurance remediation in North America, returning $1.1 billion in capital to shareholders, recruitment of new executives in key leadership roles and refocused attention on long term growth within the Reinsurance and Wholesale & Specialty divisions. Mr. Williamson’s total resulting cash bonus payment as approved by the Compensation Committee was as follows:

  65. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    | Performance Measure | 2025 Plan Operating ROE (Target) | 2025 Adjusted Operating ROE | Resulting Bonus Payment | | Adjusted Operating ROE | 15% | 12.4% | $1,012,500 | | Individual Performance | | | $1,187,500 | | Total Actual Cash Bonus | | | $2,200,000 |

  66. Mr. Williamson’s Annual Cash Incentive Goals and Compensation

    In summary, Mr. Williamson was promoted to President and Chief Executive Officer in January 2025 with a base salary of $1,250,000 and in February 2025 received restricted share awards valued at $3,825,395 on the grant date (consisting of an annual restricted share award valued at $1,325,195 and a one-time retention grant of restricted shares valued at $2,500,200) and an annual 2025 PSU award target valued at $1,325,195 on the grant date. 66 2026 Proxy Statement The Company’s Compensation Philosophy and Objectives

  67. Other Named Executive Officers’ Annual Cash Incentive Goals

    Other Named Executive Officers’ Annual Cash Incentive Goals

  68. and Compensation

    and Compensation In February 2025, the Compensation Committee established the following separate financial and individual performance-based criteria under the Executive Incentive Plan for purposes of the incentive cash bonus target award amounts for Messrs. Kociancic and Anzaldua. Ms. Beggs participated in the Annual Incentive Plan. Messrs. Andrade and Vidovich did not participate in an annual incentive plan for 2025.

  69. and Compensation

    | | Mark Kociancic | Ricardo Anzaldua | | Maximum Bonus (200% of Target Bonus) | $3,290,000 | $1,904,000 | | Target Bonus | $1,645,000 | $952,000 |

  70. and Compensation

    | Performance Level | Financial Performance Measure (Plan Operating ROE) | | Mark Kociancic | Ricardo Anzaldua | | | | Potential Bonus (Financial Performance Based Component) | | | | Maximum | >=18% | 60% of 200% of Target Bonus | $1,974,000 | $1,142,400 | | Target | 15.0% | 60% of 100% of Target Bonus | $987,000 | $571,200 | | Threshold | 9.0% | 60% of 25% of Target Bonus | $246,750 | $142,800 | | Below Threshold | <9.0% | Zero | $0 | $0 |

  71. and Compensation

    | Individual Performance Measure | Mark Kociancic | Ricardo Anzaldua | | | Potential Bonus (Individual Performance Component) | | | 40% of 200% of Target Bonus (Maximum) | $1,316,000 | $761,600 | | 40% of Target Bonus | $658,000 | $380,800 |

  72. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has sole discretion to retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor (“Advisor”) to provide independent advice to the Compensation Committee. Meridian Compensation Partners (“Meridian”) served as the Compensation Committee’s Advisor for 2025. The Advisors were engaged to offer views on: •Evaluation of Executive Compensation Programs •Selection of peer groups •Compensation best practices •Benchmarking data •Director Compensation •Report on trends and developments in executive compensation The Compensation Committee reviews the independence of the Advisors annually in accordance with the six independence factors listed in the NYSE rules to understand the nature and scope of the Advisor’s relationships with Everest’s Board and its executive officers. Based on that review, the Compensation Committee has determined that Meridian is independent, and work conducted in 2025 did not raise any conflicts of interest. The foregoing provides a general overview of the Company’s philosophy on executive compensation. The tables contained in the subsequent sections attribute specific dollar values to the various aspects of executive compensation previously discussed. 70 2026 Proxy Statement The Company’s Compensation Philosophy and Objectives Compensation of Executive Officers The following table sets forth compensation paid or accrued to the Company’s Chief Executive Officer, former Chief Executive Officer, Executive Vice President and Chief Financial Officer and each of our three other most highly paid executive officers who served during fiscal year 2025 (collectively, the NEOs). The principal position listed under the name of each executive officer is as of December 31, 2025.

  73. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  74. 2025 Summary Compensation Table

    | | | | | Stock Awards | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | | | | Name and Principal Position | Year | Salary | Bonus(1) | Restricted Stock Awards(2) | Performance Share Unit Awards(3) | Non-Equity Incentive Plan Compensation | | All Other Compensation | Total | | Jim Williamson President and CEO | | | | | | | | | | | | 2025 | $1,227,116 | | $3,825,395 | $1,325,195 | $2,200,000 | - | $374,794 | $8,952,500 | | | 2024 | $886,154 | | $1,340,240 | $660,328 | $903,300 | - | $308,832 | $4,098,854 | | | 2023 | $830,770 | | $940,667 | $420,624 | $1,452,500 | - | $252,760 | $3,897,321 | | Juan C. Andrade Former President and CEO | | | | | | | | | | | | 2025 | $48,077 | | - | - | - | - | $6,012 | $54,089 | | | 2024 | $1,250,000 | | $3,000,113 | $3,000,113 | - | - | $689,079 | $7,939,305 | | | 2023 | $1,250,000 | | $2,376,523 | $2,376,523 | $3,250,000 | - | $656,485 | $9,909,531 | | Mark Kociancic Executive Vice President and Chief Financial Officer | | | | | | | | | | | | 2025 | $930,769 | | $2,500,200 | $1,000,011 | $1,645,000 | - | $369,563 | $6,445,543 | | | 2024 | $900,000 | | $1,370,171 | $675,108 | $903,300 | - | $387,666 | $4,236,245 | | | 2023 | $894,231 | | $1,181,570 | $510,484 | $1,556,200 | - | $374,403 | $4,516,888 | | Jill Beggs Executive Vice President and Chief Executive Officer of Reinsurance | | | | | | | | | | | | 2025 | $696,154 | | $1,438,015 | $437,828 | $900,000 | $51,650 | $172,826 | $3,696,473 | | Anthony Vidovich Executive Vice President and General Counsel | | | | | | | | | | | | 2025 | $80,769 | $2,100,000 | - | - | - | - | $19,025 | $2,199,794 | | Ricardo Anzaldua Former Executive Vice President and General Counsel | | | | | | | | | | | | 2025 | $680,000 | | $544,271 | $544,271 | $952,000 | - | $233,325 | $2,953,867 | | | 2024 | $680,000 | | $777,095 | $383,190 | $682,493 | - | $240,006 | $2,762,784 |

  75. 2025 Summary Compensation Table

    (1)Amount shown consists of payments of $1,200,000 in December 2025 and $900,000 in March 2026 pursuant to the Vidovich Employment Agreement to compensate Mr. Vidovich for the value of equity and a 2025 annual incentive bonus, each of which was forfeited from his prior employer. (2)Amounts shown are the aggregate grant date fair value for restricted awards granted computed in accordance with FASB ASC Topic 718. Restricted share awards granted prior to 2024 vest at the rate of 20% annually over a five-year period. Restricted shares granted in 2025 vest at the rate of 33 1/3% per year over three years, and otherwise using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s 2025 Form 10-K. Restricted shares are granted on the day that they are awarded by the Compensation Committee and valued as of the grant date. For Messrs. Williamson, Kociancic and Beggs, the amounts include one-time executive retention awards valued at $2,500,200, $1,500,189 and $1,000,187, respectively. For further information regarding these one-time retention awards, please see the section above titled “Time-Vested Share Awards.” The Company determines fair market value by averaging the high and low market price on the grant date. (3)Amounts shown are the aggregate grant date fair value for performance share unit awards granted computed in accordance with FASB ASC Topic 718, at the target achievement percentage (100%), and otherwise using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s 2025 Form 10-K. The performance achievement factor can range between 0% and 175% (for PSU grants prior to 2025) and 0% and 200% (for PSU grants in 2025) of the target grant. If the participants were to have achieved the maximum performance achievement factor for the 2025 grants, the value as of the grant date for PSUs would have been as follows: Mr. Williamson, $2,650,391; Mr. Kociancic, $2,000,022; Ms. Beggs, $875,655; and Mr. Anzaldua, $1,088,541. (4) Ms. Beggs participated in the qualified defined benefit pension plan that terminated in 2024. Earnings on the Supplemental Savings Plan are not included as they are invested in the same investment offerings as the qualified savings plan and are not preferential. 2026 Proxy Statement 71 The Company’s Compensation Philosophy and Objectives For the Named Executive Officers, the 2025 amounts in the All Other Compensation column include:

  76. 2025 Summary Compensation Table

    | | Williamson | Andrade | Kociancic | Beggs | Vidovich | Anzaldua | | Employer Matching Contributions (Qualified and Non-qualified) | $36,814 | $1,442 | $27,923 | $20,885 | $2,423 | $20,400 | | Dividends on Restricted Shares | $140,232 | - | $135,680 | $39,488 | - | $23,856 | | Employer Discretionary Contribution (Qualified and Non- qualified)(1) | $149,129 | $3,846 | $146,726 | $104,298 | $6,462 | $109,000 | | Executive Long-Term Disability | $27,068 | $678 | $36,876 | $6,298 | - | $8,235 | | Other(2) | $21,551 | $46 | $22,358 | $1,858 | $10,140 | $71,834 | | Total: | $374,794 | $6,012 | $369,563 | $172,826 | $19,025 | $233,325 |

  77. 2025 Summary Compensation Table

    (1)Messrs. Williamson, Andrade, Kociancic, Vidovich, Anzaldua and Ms. Beggs each received an additional qualified plan contribution pursuant to the Company’s Savings Plan and non-qualified plan contributions. (2) Amounts include life insurance premiums paid for the benefit of each of the Company’s Named Executive Officers; umbrella insurance premiums, a car allowance and the incremental cost to the Company for personal security services during travel for Mr. Williamson; umbrella insurance premiums, a car allowance and tax preparation services for Mr. Kociancic; umbrella insurance premiums and a housing allowance for Mr. Vidovich; and a $61,767 travel allowance, umbrella insurance premiums and the costs of an executive physical and tax preparation services for Mr. Anzaldua.

  78. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information concerning equity and cash awards granted under the Company’s Stock Incentive Plan and the Executive Performance Annual Incentive Plan during 2025 to the Named Executive Officers. 2025 Grants of Plan-Based Awards

  79. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Restricted Stock Awards Number of Shares(2) | Grant Date Fair Value of Stock Awards | | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target(4) | Maximum(5) | | Restricted Stock Awards(3) | PSU Awards(6) | | Jim Williamson | 2/26/2025 | | | | 447 | 3,847 | 7,694 | 3,847 | $1,325,195 | $1,325,195 | | | 2/26/2025 | | | | | | | 7,258 | $2,500,200 | | | | — | $625,000 | $2,500,000 | $3,500,000 | | | | | | | | Mark Kociancic | 2/26/2025 | | | | 457 | 2,903 | 5,806 | 2,903 | $1,000,011 | $1,000,011 | | | 2/26/2025 | | | | | | | 4,355 | $1,500,189 | | | | — | $411,250 | $1,645,000 | $3,290,000 | | | | | | | | Jill Beggs | 2/26/2025 | | | | | 1,271 | 2,542 | 1,271 | $437,828 | $437,828 | | | 9/11/2025 | | | | | | | 2,909 | $1,000,187 | | | | — | | $942,500 | | | | | | | | | Ricardo Anzaldua | 2/26/2025 | | | | 260 | 1,580 | 3,160 | 1,580 | $544,271 | $544,271 | | | — | $238,000 | $952,000 | $1,904,000 | | | | | | |

  80. Grants of Plan-Based Awards

    (1) Potential awards to be made pursuant to the Executive Performance Annual Incentive Plan or Annual Incentive Plan. The actual award is shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Plan table. Neither Mr. Andrade nor Mr. Vidovich received grants of plan based awards in 2025. (2)This column shows the number of restricted shares granted in 2025 to the Named Executive Officers pursuant to the 2020 Stock Incentive Plan for grants made on February 26, 2025. Additionally, one-time retention awards of restricted shares were granted to Messrs. Williamson and Kociancic on February 26, 2025, and Ms. Beggs on September 11, 2025. For additional information regarding these one-time retention awards, please see the section above titled "Time-Vested Share Awards." Restricted shares granted in 2025 vest at the rate of 33 1/3% per year over three years. During the restricted period, quarterly dividends are paid to the Named Executive Officer. (3)The grant date fair value of each equity award shown is calculated in accordance with FASB ASC Topic 718 using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s 2025 Form 10-K. (4)This column shows the number of performance share units outstanding at December 31, 2025 for each Named Executive Officers pursuant to the 2020 Stock Incentive Plan, assuming achievement at the target level (100%). Performance share units vest 100% after three years. (5)This column shows the number of performance share units outstanding at December 31, 2025 for each Named Executive Officers pursuant to the 2020 Stock Incentive Plan, assuming achievement at the maximum level (200%). Performance share units vest 100% after three years. (6)The grant date fair value of each equity award shown is calculated in accordance with FASB ASC Topic 718 using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s 2025 Form 10-K. 72 2026 Proxy Statement The Company’s Compensation Philosophy and Objectives

  81. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025

  82. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Stock Awards(1) | | | | | | Restricted Stock Awards | | PSU Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | | Jim Williamson | 16,710 | $5,670,539 | 3,780 | $1,282,743 | | Mark Kociancic | 13,810 | $4,686,424 | 3,092 | $1,049,270 | | Jill Beggs | 6,901 | $2,341,854 | 1,316 | $446,585 | | Ricardo Anzaldua | 2,982 | $1,011,942 | 1,704 | $578,252 |

  83. Outstanding Equity Awards at Fiscal Year-End 2025

    (1)Restricted share awards granted prior to 2024 vest at the rate of 20% annually over a five-year period. Restricted shares granted in 2024 and 2025 vest at the rate of 33 1/3% annually over a three-year period. Please refer to the CD&A for more details on the PSU vesting dates and terms. Grant dates for the restricted shares are as shown in the table that follows. Neither Mr. Andrade nor Mr. Vidovich had outstanding equity awards at fiscal year end. (2)Determined by multiplying the NYSE December 31, 2025 closing price of $339.35 by the number of outstanding restricted share awards or by the number of both unvalued and unvested performance share unit awards (determined assuming the maximum level of performance).

  84. Outstanding Equity Awards at Fiscal Year-End 2025

    | Grant Date | 2/23/2021 | 2/23/2022 | 2/23/2023 | 2/28/2024 | 2/26/2025 | 9/11/2025 | | Jim Williamson | | | | | | | | Restricted Share Awards | 581 | 1,130 | 1,476 | 2,418 | 11,105 | | | PSU Awards | | | 1,100 | 1,787 | 3,847 | | | Mark Kociancic | | | | | | | | Restricted Share Awards | 820 | 1,406 | 1,854 | 2,472 | 7,258 | | | PSU Awards | | | 1,335 | 1,827 | 2,903 | | | Jill Beggs | | | | | | | | Restricted Share Awards | 289 | 654 | 798 | 980 | 1,271 | 2,909 | | PSU Awards | | | 665 | 724 | 1,271 | | | Ricardo Anzaldua | | | | | | | | Restricted Share Awards | | | | 1,402 | 1,580 | | | PSU Awards | | | | 1,037 | 1,580 | |

  85. Stock Option Exercises and Shares Vested

    Stock Option Exercises and Shares Vested The following table sets forth certain information concerning the number and value of vested shares at the end of 2025 held by the Named Executive Officers. The Named Executive Officers do not hold any outstanding stock options.

  86. Stock Option Exercises and Shares Vested

    | | Share Awards (PSUs ) | | Share Awards (Restricted Stock) | | | Name | Number of Shares Acquired at Settlement | Value Realized at Settlement(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | Jim Williamson | 1,303 | $472,601 | 3,939 | $1,337,572 | | Mark Kociancic | 1,620 | $587,578 | 7,577 | $2,516,034 | | Jill Beggs | 758 | $274,928 | 1,371 | $469,217 | | Ricardo Anzaldua | 0 | 0 | 701 | $249,013 |

  87. Stock Option Exercises and Shares Vested

    (1)Amount reflects the aggregate market share value on the day of settlement of the performance share unit award. (2)Amount reflects the aggregate market share value on the day that the restricted shares vest. 2026 Proxy Statement 73 The Company’s Compensation Philosophy and Objectives

  88. Pension Benefits

    Pension Benefits Ms. Beggs participated in the Everest Reinsurance Company Retirement Plan (the “Retirement Plan”), a tax-qualified defined benefit pension plan, during her employment with the Company between 1992 and 2002. Upon re-joining the Company in 2021, Ms. Beggs retained her credited service under the Retirement Plan. As of April 1, 2010, the Retirement Plan was closed to new employees. Therefore, none of the other NEOs were eligible to participate. The Retirement Plan was subsequently terminated in 2024. For further information on the termination of the Retirement Plan, please see Note 16 to the Consolidated Financial Statements in the Company’s 2025 Form 10-K. Ms. Beggs received a lump sum settlement payout in 2025 of $51,650 representing her entire vested balance under the Retirement Plan.

  89. Pension Benefits

    | 2025 Pension Benefits Table | | | | | | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | | Jill Beggs | Everest Reinsurance Company Retirement Plan | 9.8 | - | $51,650 |

  90. 2025 Non-Qualified Deferred Compensation Table

    2025 Non-Qualified Deferred Compensation Table The 2025 Non-qualified Deferred Compensation Table shows information about the Supplemental Savings Plan(1) and Deferred Bonus and Salary Contribution Plan. Neither Messrs. Andrade nor Vidovich participated in non-qualified deferred compensation plans in 2025.

  91. 2025 Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year(2) | Registrant Contributions in Last Fiscal Year(2) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawal/ Distributions | Aggregate Balance at Last Fiscal Year-End(3) | | Jim Williamson | | | | | | | Everest Re Supplemental Savings Plan | $26,314 | $150,943 | $144,717 | - | $1,007,006 | | Non-qualified deferred bonus and salary contribution plan | $196,851 | - | $446,943 | - | $1,615,966 | | Mark Kociancic | | | | | | | Everest Re Supplemental Savings Plan | $17,423 | $136,149 | $174,314 | - | $1,189,285 | | Non-qualified deferred bonus and salary contribution plan | $139,615 | - | $256,581 | - | $820,622 | | Jill Beggs | | | | | | | Everest Re Supplemental Savings Plan | $10,385 | $90,183 | $55,708 | - | $393,685 | | Non-qualified deferred bonus and salary contribution plan | $75,000 | - | $195,852 | - | $810,799 | | Ricardo Anzaldua | | | | | | | Everest Re Supplemental Savings Plan | $9,900 | $90,900 | $6,851 | $— | $212,276 | | Non-qualified deferred bonus and salary contribution plan | - | - | - | - | - |

  92. 2025 Non-Qualified Deferred Compensation Table

    (1)The Supplemental Savings Plan has the same investment elections as the Company’s 401(k) plan and is designed to allow each participant to contribute a percentage of his or her base salary and receive a company match beyond the contribution limits prescribed by the Code with regard to 401(k) plans. When the annual IRS 401(a) (17) compensation maximum is reached under the qualified savings plan, eligible employees may contribute to the Supplemental Savings Plan which allows for up to a 3% employee contribution and a 3% company match plus an additional fixed contribution by the Company. Withdrawal is permitted only upon cessation of employment. (2)All of the amounts reported in this column are included in the 2025 Summary Compensation Table, as applicable. (3)The amounts reported in this column represent the aggregate balances from the Everest Re Supplemental Savings Plan and the Everest Reinsurance Non-Qualified Deferred Compensation Plan. 74 2026 Proxy Statement Pay Versus Performance Disclosure Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation actually paid to our Named Executive Officers and the Company’s financial performance.

  93. Pay Versus Performance Table

    Pay Versus Performance Table The table below reflects information on compensation both as reported in the Summary Compensation Table (“SCT Total Pay”) and as “compensation actually paid” (or “CAP”) for the applicable fiscal year for our principal executive officer (“PEO”) and for all of our other named executive officers (“Non-PEO NEOs”) (as an average for such year for the Non-PEO NEOs), accompanied by TSR and Net Income metrics, as well as Adjusted Operating ROE (the Company-selected measure). Adjusted Operating ROE (also referred to in this Proxy Statement as Adjusted Net Operating Income ROE) was selected as the most relevant and important measure in the relationship of compensation actually paid to NEOs relative to 2025 Company performance. Adjusted Operating ROE is a relevant measure in our short-term and long-term incentive plans for our NEOs.

  94. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment(3) Based on: | | Net Income ($ Millions) | Adjusted Operating ROE (%)(6) | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | | | | 2025 | $8,952,500 | $8,550,995 | $3,823,919 | $3,609,983 | $161.56 | $234.33 | $1,591 | 12.4% | | 2024 | $7,939,305 | $9,092,751 | $3,673,476 | $3,850,216 | $168.55 | $212.86 | $1,373 | 8.7% | | 2023 | $9,909,531 | $11,044,080 | $3,126,187 | $3,394,495 | $161.17 | $157.12 | $2,517 | 18.2% | | 2022 | $9,106,199 | $12,022,512 | $3,275,300 | $4,098,150 | $148.25 | $141.79 | $597 | 11.9% | | 2021 | $8,866,126 | $10,939,500 | $3,185,203 | $3,763,485 | $119.84 | $119.28 | $1,379 | 14.3% |

  95. Pay Versus Performance Table

    (1)Jim Williamson served as Principal Executive Officer (“PEO”) starting on January 5, 2025 and Juan Andrade served as the PEO from 2021 until January 5, 2025. (2)The non-PEO NEOs include: (a) for 2021, John Doucette, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; (b) for 2022, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; (c) for 2023, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee, Gail Van Beveren and Jim Williamson; (d) for 2024, Mike Karmilowicz, Mark Kociancic, Jim Williamson and Ricardo Anzaldua; and (e) for 2025, Mark Kociancic, Jill Beggs, Anthony Vidovich and Ricardo Anzaldua. (3)Assumes $100 invested on 12/31/2020 in Everest Common Shares, including reinvestment of dividends. (4)For purposes of this Pay Versus Performance table, “Total Shareholder Return” is defined as the change in the total dollar value of a given security or entire portfolio of securities, over a given period, assuming $100 dollars of initial investment. Total returns reflect changes in stock price as well as all distributions or dividends paid to shareholders. TSR in all other sections of this Proxy Statement is defined as annual growth in Book Value Per Share (excluding Unrealized Gains and Losses on Fixed Maturity investments) plus Dividends Per Share. (5)The S&P Insurance (Property and Casualty) is used as Everest’s peer group for purposes of this pay versus performance table. (6)Adjusted Net Operating Income ROE for 2023 and 2024 adjusts actual operating ROE by treating catastrophe losses as the sum of (1) 40% of anticipated catastrophe losses in the annual operating plan for the current fiscal year and (2) 60% of actual catastrophe losses for the current fiscal year. For 2021 and 2022, the ratio for determining Adjusted Operating ROE was 50% catastrophe losses in the operating plan and 50% actual catastrophe losses for the respective fiscal years. 2026 Proxy Statement 75 Pay Versus Performance Disclosure The following table details the adjustment to the SCT Total Pay for our PEO to determine the CAP as computed in accordance with Item 402(v) of SEC Regulation S-K (17 C.F.R. § 229.402(v), or “Item 402(v)”). Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. The PEO did not participate in any defined benefit pension plan.

  96. Relationship Between Compensation Actually Paid and Financial

    Relationship Between Compensation Actually Paid and Financial

  97. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables below give a reasonable estimate of the incremental amount of compensation that might be paid to each of the Named Executive Officers, other than Messrs. Andrade and Anzaldua, in the event of termination of employment on December 31, 2025. The amounts shown assume that such termination, change in control, death or disability was effective as of December 31, 2025 and includes estimates of amounts to which the Named Executive Officer might be entitled incremental to amounts earned during such time. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company and may be changed at the discretion of the Compensation Committee. 2026 Proxy Statement 83 Payments Made Upon Termination. Regardless of the manner in which a Named Executive Officer’s employment terminates, he or she is entitled to receive amounts earned during his or her term of employment. Such amounts include: accrued salary, amounts contributed under the Employee Savings Plan and the Supplemental Savings Plan (see Non-qualified Deferred Compensation Table). The retirement plans offer a survivor annuity, if elected by the participant. For a termination for good reason or without cause on December 31, 2025, each of the NEOs would have been eligible to earn all remaining installments of PSUs for performance periods ending prior to or on the date of termination, vesting of equity awards, insurance benefits and severance payments in accordance with the terms of their employment agreement, a one-time payment equal to two times base annual salary (or 1.5 times base salary in the case of Mr.Williamson), subject to signing a waiver of all claims, and certain non-compete agreements under the terms of the employment agreements would apply. All other PSUs would be forfeited. Payments Made Upon Retirement. Generally, subject to satisfaction of the express terms of the pertinent equity award agreement that defines retirement as reaching the age of 65 or older and a voluntary termination of employment, outstanding restricted shares vest as a result of retirement with the consent of the Compensation Committee. PSUs are forfeited if retirement occurs prior to age 65 (and completion of five years of service). In the event of retirement at age 65 or older (with completion of five years of service) but prior to the conclusion of the restricted period (3rd anniversary of grant date), the participant remains eligible to receive all remaining installments of PSUs. The settlement date of PSUs for completed installment periods would be the date that is 60 days following the date of retirement. The remaining PSUs would be settled between the certification that performance criteria have been met and March 15th of the calendar year following the last performance period. Payments Made Upon Death or Disability. In the event of death or disability, in addition to the benefits listed under the headings above, the NEO will receive benefits under the Company’s disability plan or payments under the Company’s life insurance program, as available to employees generally. Pursuant to the terms of their employment agreements, in the event of the death or disability of Messrs. Williamson, Kociancic, Vidovich and Ms. Beggs any incentive bonus earned but not yet paid for the completed full fiscal year immediately preceding the employment termination date would be paid. Accordingly, assuming a hypothetical death or disability of those Named Executive Officers on December 31, 2025, each would have been entitled to any incentive bonus earned but not yet paid relating to fiscal 2025 performance. Such bonus amounts would have been $2,200,000 for Mr. Williamson, $1,645,000 for Mr. Kociancic, $900,000 for Ms. Beggs, and $900,000 for Mr. Vidovich. In the event of the death or disability of any of the NEOs (other than Mr. Vidovich), the restrictions on restricted shares lapse. The following table lists the value of equity awards for each Named Executive Officer (other than Mr. Vidovich who did not have any equity grants in 2025) at the NYSE closing price of $339.35 at year-end 2025 as if all vested on December 31, 2025, with PSU values determined based on 100% of target performance. For PSUs, in the event of death or disability prior to the conclusion of the restricted period (3rd anniversary of grant date), the participant remains eligible to receive all remaining installments of the PSUs. The settlement date of PSUs for completed installment periods would be the date that is 60 days following the date of the death or disability. The remaining shares would be settled between the certification of the performance and the March 15th of the calendar year following the last performance period. The number of shares that would have been delivered in the event of an executive’s retirement at age 65 (after completing five years of service) or death or disability is valued as of December 31, 2025 in the table below.

  98. Potential Payments Upon Termination or Change in Control

    | Name | PSUs | Restricted Shares | Total | | Jim Williamson | $2,053,227 | $5,670,539 | $7,723,766 | | Mark Kociancic | $1,848,356 | $4,686,424 | $6,534,780 | | Jill Beggs | $818,395 | $2,341,854 | $3,160,249 | | Anthony Vidovich | - | - | - |

  99. Termination or Change of Control

    Termination or Change of Control As described above, Messrs. Williamson, Kociancic and Vidovich are participants in the Company’s CIC Plan. Payments are made under the plan to the respective Named Executive Officer if he experiences a covered termination of employment within two years following a change in control. Ms. Beggs was not in the CIC Plan, so her payments would be governed by the provisions of her employment agreement and performance share unit award agreements, as applicable. The table below gives a reasonable estimate of what might have been paid to each Named Executive Officer in the event of a covered termination of employment on December 31, 2025, based on the plan terms in effect at that 84 2026 Proxy Statement time. The employment agreements entered into by Messrs. Williamson, Kociancic and Vidovich and Ms. Beggs separately address payments that may be made and benefits continued in the event of a termination without due cause or resignation for good reason, outside of a change in control, as defined in the respective agreements. As of December 31, 2025, Mr. Anzaldua was not an executive officer. He departed the Company on March 13, 2026 and, in connection with such such termination of employment, received the payments and benefits described in the section titled “Employment, Change of Control and Other Agreements” above.

  100. Termination or Change of Control

    | Name | Incremental Benefit | Termination Without Cause or Resignation for Good Reason | Termination Following Change in Control | | Jim Williamson | Cash Payment | $4,075,000(1) | $9,375,000(5) | | | Restricted Stock Value | $2,222,064(2) | $5,670,539(6) | | | PSU Value | $771,162(3) | $2,149,857(7) | | | Benefits Continuation | $32,229(4) | $48,000 | | | Pension Enhancement | - | $1,181,000 | | | Total Value | $7,100,455 | $18,424,396(8) | | Mark Kociancic | Cash Payment | $3,525,000(1) | $4,370,074(5) | | | Restricted Stock Value | $1,966,873(2) | $4,686,424(6) | | | PSU Value | $799,765(3) | $1,921,281(7) | | | Benefits Continuation | $32,229(4) | $48,000 | | | Pension Enhancement | - | $659,000 | | | Total Value | $6,323,867 | $11,684,779(8) | | Jill Beggs | Cash Payment | $2,350,000(1) | $2,350,000 | | | Restricted Stock Value | $937,963(2) | $937,963(6) | | | PSU Value | $372,150(3) | $850,337(7) | | | Benefits Continuation | $29,442(4) | $29,442 | | | Pension Enhancement | - | - | | | Total Value | $3,689,555 | $4,167,742(8) | | Anthony Vidovich | Cash Payment | $2,300,000(1) | $1,961,538(5) | | | Restricted Stock Value | -(2) | -(6) | | | PSU Value | -(3) | -(7) | | | Benefits Continuation | $32,229(4) | $48,000 | | | Pension Enhancement | - | $256,000 | | | Total Value | $2,332,229 | $2,265,538(8) |

  101. Termination or Change of Control

    (1)Pursuant to the terms of Mr. Williamson’s employment agreement, he would have been paid a cash severance in equal installments over a 12-month period equal to 1.5 times his base salary. Each of Messrs. Kociancic and Vidovich and Ms. Beggs would have been paid two times their base salary over a 12-month period. All would receive any annual incentive bonus earned but not yet paid for the completed full fiscal year prior to termination (which for Messrs. Williamson and Vidovich would be in full satisfaction of any pro rata bonus entitlement under their employment agreements since employment termination occurred on the final day of the fiscal year). (2)Pursuant to the terms of each Named Executive Officer’s employment agreement, unvested restricted stock would continue to vest in accordance with its terms in the 12-month period following termination for Ms. Beggs and Messrs. Williamson and Kociancic. Mr. Vidovich did not have any unvested restricted stock as of December 31, 2025. (3)Under the terms of the performance share unit award agreements, Ms. Beggs and Messrs. Williamson and Kociancic would have received the PSU installments pursuant to any performance goals achieved prior to or on the departure date from the Company. The remaining PSUs installments would be forfeited. Mr. Vidovich did not have any outstanding performance share unit awards as of December 31, 2025. (4)Pursuant to the terms of their respective employment agreements, Ms. Beggs and Messrs. Williamson, Kociancic and Vidovich would continue to participate in the disability and life insurance programs until the earlier of a certain number of months or until they become eligible for comparable benefits provided by a subsequent employer, and they would have received a cash payment to enable them to pay for medical and dental coverage for a certain number of months. For Ms. Beggs and Messrs. Williamson, Kociancic and Vidovich the number is 12. (5)The CIC Plan provides for a cash payment that equals the average of the executive’s salary and bonus for the previous three years times a factor assigned by the Board. In 2025, the factor was 2.0 for Messrs. Kociancic and Vidovich and 2.5 for Mr. Williamson. (6)The unvested equity awards for each applicable Named Executive Officer are valued at the NYSE closing price of $339.35 at 2025 year end as if all vested on December 31, 2025. (7) In the event of a Change in Control, the Company may elect to continue the PSU awards subject to the 2020 Stock Incentive Plan and Performance Share Unit Award Agreement. According to the award agreement, if 2/3 or more of the performance period has elapsed, installments are valued according to the actual achievement factor, and the remaining installments are valued at the target performance (100%). (8)The CIC Plan includes a “Best Net” provision regarding the determination and treatment of parachute payments that could potentially result in a reduced figure based on each participant’s relevant circumstances as calculated by an accounting firm agreed to by the participant and the Company. Under the provision, in the event of an excess parachute payment that triggers the excise tax, payments and benefits are reduced to avoid an excess parachute payment only if doing so results in a higher after-tax benefit to the participant. 2026 Proxy Statement 85 Compensation Committee Interlocks and Insider Participation Compensation Committee Interlocks And Insider Participation During 2025, the Compensation Committee was comprised of John Howard, John Amore, Allan Levine, Gerri Losquadro and Roger M. Singer, all of whom are independent Non-Employee Directors of the Company and none of whom is or has been an officer of the Company. No Compensation Committee interlocks existed during 2025. 86 2026 Proxy Statement Miscellaneous — General Matters Miscellaneous — General Matters