ARCH CAPITAL GROUP LTD. — Proxy Solicitation & Information Statement 2026

Mar 24, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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●
Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08, Bermuda
T: (441) 278-9250
archgroup.com

March 24, 2026

Dear Fellow Shareholder,

You are cordially invited to attend the Arch Capital Group Ltd. 2026 Annual General Meeting of Shareholders (the “Annual

Meeting”), which will be held on Tuesday, May 5, 2026 at 12:00 p.m. local Bermuda time (11:00 a.m. Eastern Daylight

Time) . The Annual Meeting will be held virtually via a live webcast. The Annual Meeting can be accessed directly at

virtualshareholdermeeting.com/ACGL2026 . To log in to the Annual Meeting as a shareholder, a control number will be

required. The control number can be found on your proxy ca rd, voting instruction form or notice of internet availability

(the “Notice”). Any questions for the Annual Meeting must be submitted in advance to shareholderinfo@archgroup.com

by 11:59 p.m. Eastern Daylight Time on May 1, 2026 .

The attached Notice of the Annual Meeting and Proxy Statement provide important information about the meeting and

will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to

read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting

instructions by proxy. The Board of Directors recommends that you vote “FOR” each of the proposals 1 through 4.

You may submit your proxy either over the telephone or the internet. In addition, if you have requested or received a

paper copy of the proxy materials, you can vote by marking, signing, dating and returning the proxy card or voter

instruction form sent to you in the envelope accompanying the proxy materials.

Thank you for your continued support.

Sincerely,

Nicolas Papadopoulo

Chief Executive Officer

●
Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08, Bermuda
T: (441) 278-9250
archgroup.com

March 24, 2026

Fellow Shareholders,

On behalf of the Board of Directors, thank you for your continued confidence in Arch Capital Group Ltd. (“Arch Capital,”

“Arch,” or the “Company”). As we approach our 2026 Annual Meeting, I am pleased to share an overview of the progress

made by the Company in 2025.

Delivering Strong Financial Performance

Overseeing Arch’s ability to consistently deliver long-term value to its shareholders is the primary focus of the Board. In

2025, Arch once again demonstrated the strength of its diversified platform, its commitment to underwriting specialty

lines and its ability to deliver attractive risk-adjusted returns across market cycles. These principles have distinguished

Arch throughout its history and once again served its shareholders well by delivering $4.4 billion of net income and $3.7

billion of after-tax operating income* in 2025. Strong operating cash flows increased our invested assets to $47.4 billion

at year-end, and should provide a stable, recurring earnings stream that enhances the group’s overall returns.

Disciplined and Opportunistic Capital Management

Arch management and the Board place great importance on effectively managing the capital entrusted to us. Together,

we take a balanced approach to capital deployment focused on maximizing long-term shareholder value.

In 2025, strong earnings enabled repurchases of approximately $1.9 billion worth of Arch common shares—

demonstrating our commitment to returning capital to shareholders when market conditions limit our ability to deploy

into our underwriting operations.

Continued Strategic Focus on Maximizing Shareholder Value

A strong strategic plan helps ground the enterprise on priorities that will shape future success. In 2025, Arch management

and the Board continued work on the initiatives that will enable Arch to achieve its strategic vision of becoming the first-

choice global specialty (re)insurer.

Arch emphasizes continuous improvement of our data and analytical capabilities, which generate actionable insights in

each operating unit, informing our underwriting and claims decisions.

In a rapidly evolving environment, strategic alignment between the Board and management helps provide focus on what

matters most: building a stronger, more agile and more innovative Arch to drive success in the years ahead.

Commitment to Shareholder Engagement

We value open and ongoing dialogue with our shareholders. Throughout 2025, the Board and management engaged with

our investors on topics including strategy execution, market conditions, risk management, human capital and our

executive compensation program. These discussions generated input that has informed our governance and

compensation decisions and reinforced our commitment to transparency and long-term value creation.

Board Composition and Governance to Support Long-Term Success

Overall, our Board’s skill sets are closely aligned with our strategic priorities, and we believe our directors possess the

right experience, skills and backgrounds to effectively oversee our business strategy as it evolves. Our directors bring

deep experience in areas such as specialty underwriting, capital markets, investment management, international

operations, risk management and technology, including artificial intelligence (“AI”). These skills are critical for overseeing

a company competing across multiple underwriting cycles, industries and geographies.

We remain committed to maintaining a Board and a governance structure that support Arch’s strategy, align with

shareholder interests, and reflect a broad mix of professional backgrounds, independence and industry knowledge. Last

year, Alexander Moczarski, who brings extensive insurance industry experience, joined our Board.

In addition, John Vollaro will not stand for re-election at the Annual Meeting. John has been a long-standing and valued

member of the Board since 2009, and we are incredibly grateful for his years of service.

Looking Ahead

Arch enters 2026 from a position of strength: strong earnings momentum, a well-diversified global platform, disciplined

underwriting and a leadership team committed to creating long-term value. Market cycles will evolve, but the Board is

confident Arch’s operating model and strategic principles position the Company to continue delivering superior risk-

adjusted returns for its shareholders.

The Board remains dedicated to fostering effective leadership and upholding rigorous governance practices. We invite

you to attend the 2026 Annual Meeting of shareholders and thank you for your continued support and investment in

Arch Capital Group Ltd.

Sincerely,

John Pasquesi

Chair

• See “Annex B—Non-GAAP Financial Measures.”

4 | 2026 PROXY STATEMENT

NOTICE OF 2026 ANNUAL GENERAL

MEETING OF SHAREHOLDERS

When: Tuesday, May 5, 2026 at 12:00 p.m. local Bermuda time (11:00 a.m. Eastern

Daylight Time)

Where: virtualshareholdermeeting.com/ACGL2026

We are pleased to invite you to the Arch Capital

Group Ltd. Annual Meeting, which will be held virtually.

Items of Business:

1. Elect three Class I Directors to serve for a term of

three years and until their respective successors are

duly elected and qualified or their earlier resignation

or removal ( Item 1 );

2. Advisory vote to approve named executive officer

(“NEO”) compensation ( Item 2 );

3. Appointment of PricewaterhouseCoopers LLP as our

independent registered public accounting firm for

the year ending December 31, 2026 ( Item 3 );

4. Elect certain individuals as Designated Company

Directors of certain of our non-U.S. subsidiaries, as

required by our bye-laws ( Item 4 ); and

5. Conduct other business if properly raised before the

meeting or any adjournment thereof.

You are eligible to vote if you were a shareholder of

record at the close of business on March 9, 2026 .

●
Conyers Corporate Services (Bermuda) Limited Secretary
Hamilton, Bermuda
March 24, 2026

Voting Information

Ensure that your shares are represented at the 2026

Annual Meeting by voting in one of several ways:

●	VIA THE INTERNET at proxyvote.com.
●	BY TELEPHONE using the toll-free telephone number 800-690-6903.
●	BY MAIL complete your proxy card and mail it in the postage-paid envelope provided to vote.
●	ON YOUR MOBILE DEVICE scan the QR Code located on your proxy card.
●	Attend the virtual meeting to vote (see “Annual Meeting Attendance” in “Annex A—General Information” ).
●	Important Notice Regarding the Annual Meeting You are entitled to attend the virtual Annual Meeting only if you were a shareholder of record as of the record date for the Annual Meeting, or March 9, 2026 (the “Record Date”), or you hold a valid proxy for the Annual Meeting. You may vote during the Annual Meeting using your 16-digit control number to enter the meeting. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership.

Any questions for the Annual Meeting must be submitted in advance to shareholderinfo@archgroup.com by 11:59 p.m. Eastern Daylight Time on May 1, 2026 .
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
This Proxy Statement and 2025 Annual Report are available at proxyvote.com . On or about March 24, 2026 , we expect to mail to our shareholders a Notice containing instructions on how to access our proxy materials, including our Proxy Statement and 2025 Annual Report. The Notice also will instruct you on how to access and submit your proxy through the internet, by phone or with your mobile device.

2026 PROXY STATEMENT | 5

TABLE OF CONTENTS

SAFE HARBOR STATEMENT	6	COMPENSATION (continued)
PROXY SUMMARY	7	2025 Performance at a Glance	40
Item 1—Election of Directors	7	Long-Term Performance	41
Item 2—Advisory Vote to Approve Named Executive Officer Compensation	8	Executive Compensation Philosophy	43
Item 3—Appointment of Independent Registered Public Accounting Firm	9	Shareholder Engagement and Results of Say-on- Pay Votes	44
Item 4—Election of Subsidiary Directors	9	How We Make Compensation Decisions	45
Sustainability Practices	10	Elements of Compensation Program	47
General Information	11	2025 Compensation Decisions for Named Executive Officers	53
Learn More About Our Company	11	2026 Long-Term Incentive Awards	60
GOVERNANCE	12	Additional Compensation Policies and Practices	60
Item 1—Election of Directors	12	Tax Considerations	62
Board	12	Report of the Compensation and Human Capital Committee on the Compensation Discussion and Analysis	62
Committees of the Board	16	Executive Compensation Tables	63
Nominees	18	Pay for Performance	72
Appointed Directors, Continuing Directors and Senior Management	20	Pay Ratio	76
Director Compensation	26	Employment Arrangements	76
Certain Relationships and Related Person Transactions	29	AUDIT MATTERS	81
SHARE OWNERSHIP	31	Report of the Audit Committee of the Board	81
Security Ownership of Certain Beneficial Owners and Management	31	Principal Auditor Fees and Services	82
Common Shares	31	Item 3—Appointment of Independent Registered Public Accounting Firm	83
Preferred Shares	34
Delinquent Section 16(a) Reports	34	SUBSIDIARY DIRECTORS	84
COMPENSATION	35	Item 4—Election of Subsidiary Directors	84
Item 2—Advisory Vote to Approve Named Executive Officer Compensation	35	Nominees	84
Compensation Discussion and Analysis	35	ANNEX A—GENERAL INFORMATION	A- 1
Executive Summary	36	ANNEX B—NON-GAAP FINANCIAL MEASURES	B- 1
Strong Link Between Pay and Performance	39

6 | 2026 PROXY STATEMENT

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (“PSLRA”) provides a “safe harbor” for forward-looking statements.

This document includes forward-looking statements, which reflect our current views with respect to future events and

financial performance, and other information that is not historical information. All statements other than statements of

historical fact included in or incorporated by reference into this document are forward-looking statements. Forward-

looking statements, for purposes of the PSLRA or otherwise, can generally be identified by the use of forward-looking

terminology such as “should,” “could,” “plans,” “projects,” “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,”

“believe” or “continue” and other words or statements of similar meaning or their negative version. Forward-looking

statements involve our current assessment of risks and uncertainties beyond management’s control. Actual events and

results may differ materially from those expressed or implied in these statements. Important factors that could cause

actual events or results to differ materially from those indicated in such statements are discussed in our periodic reports

filed with the Securities and Exchange Commission (“SEC”), including in the risk factor section of our 2025 Annual Report

on Form 10-K. Our forward-looking statements speak only as of the date on which they are made, and such forward

looking statements and all subsequent written and oral forward-looking statements attributable to us or persons acting

on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to

publicly update or revise any forward-looking statement, whether as a result of new information, future events or

otherwise. You are cautioned not to put undue reliance on these forward-looking statements.

2026 PROXY STATEMENT | 7

PROXY SUMMARY

This summary highlights information contained in the Proxy Statement. This summary does not contain all of the

information that you should consider, and you should read the entire Proxy Statement before voting. As used in this

report, “we,” “us,” “our,” “Arch” or the “Company” refer to the consolidated operations of Arch Capital and its

subsidiaries. For more complete information regarding the Company’s 2025 performance, please review the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025 (“ 2025 Annual Report”).

ITEM 1—Election of Directors (page 12 )
DIRECTOR NOMINEES

The Board is comprised of 12 members, divided into three classes, serving staggered three-year terms. The Board intends

to present for action at the Annual Meeting the election of the following Class I directors for a term of three years and

until their respective successors are duly elected and qualified or their earlier resignation or removal:

Nominee Name	Director Since	Primary Occupation and Expertise
Francis Ebong	2021	n n	Chief Service Experience Officer at PayPal Strong background in technology and innovation
Eileen Mallesch	2021	n n	Former Senior Vice President and Chief Financial Officer for Nationwide’s Property and Casualty segment Broad finance and business strategy expertise in the insurance, telecommunications and consumer products industries
Brian S. Posner	2010	n n	Founder and President of Point Rider Group Strong background in strategic and financial insights

BOARD COMPOSITION AND REFRESHMENT

Our Board represents a broad range of rich expertise,

experience and perspectives, as well as a mix of tenure of

service on the Board. We undertake a robust Board

succession planning and refreshment process, which is

informed by feedback from our Board evaluation and

designed to refresh and enhance the skills on our Board.

For example, since 2021 our comprehensive refreshment

process has led to the following Board composition

changes of non-employee directors:

8 | 2026 PROXY STATEMENT

2021 — ●		2024 — ●		2025 — ●
Francis Ebong		Daniel J. Houston		Alexander Moczarski
n	Extensive operational experience and technology management skills	n	Extensive experience in the financial services industry	n	Insurance executive with an extensive background in international business
Eileen Mallesch		Neal Triplett
n	Extensive senior management and operating experience in the insurance industry	n	Sophisticated investment expertise and deep financial services knowledge

Since 2021 and through the Annual Meeting, four non-employee directors and one employee director who served an

average of 10.9 years have retired, resigned or did not stand for re-election.

ITEM 2—Advisory Vote to Approve Named Executive Officer Compensation (page 35 )
COMPENSATION DISCUSSION AND ANALYSIS (see “Executive Summary” )

Another Year of Outstanding Performance

In 2025, we delivered another year of strong financial

results and continued to execute our strategic agenda

with precision. Our ability to consistently generate

superior results drives shareholder value. Our Total

Shareholder Return (“TSR”) performance is shown below.

2026 PROXY STATEMENT | 9

Aligning Executive Pay with Company Performance

Our executive compensation program directly links pay to Company performance and aligns the interests of our

executives with those of our shareholders, as described below and in our Compensation Discussion and Analysis.

Element	2025 Financial Goal Achievement
Short-Term Annual Cash Incentive	n n	Based on achievement of annualized net income return on average common equity (“ROE”). Superior performance relative to our demanding internal financial targets, resulted in a final payout factor of 200.0% of target for our CEO and 189.8% on average for our other NEOs.
Long-Term Incentive Performance Shares	n n	Based on absolute growth in tangible book value per share over a three-year period, supplemented by a TSR modifier. Superior performance relative to our financial goals and results versus our peers, resulted in a final payout of 200% of the performance shares granted in February 2023 for the 2023-2025 performance period.

Shareholder Engagement

■ We remain committed to listening to our

shareholders as we continually review and evaluate

our compensation programs, governance and other

matters. Through proactive outreach efforts led by

our Investor Relations team and business leaders, we

engage with our shareholders to seek their input,

stay well-informed about their perspectives, and help

improve their understanding of our business.

■ Over the past year, both Board members and

members of senior management have engaged in

discussions with shareholders representing a

significant portion of our issued and outstanding

common shares. These discussions covered a broad

spectrum of matters, including our executive

compensation program and corporate governance,

and feedback has been widely positive, with no

significant concerns raised.

ITEM 3—Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm (page 83 )	Our Board’s Recommendation — ●	FOR
	Our Board’s Recommendation
ITEM 4—Election of Designated Company Directors of Certain Non-U.S. Subsidiaries (page 84 )	●	FOR

10 | 2026 PROXY STATEMENT

SUSTAINABILITY PRACTICES

Creating long-term shareholder value is our priority, and our strategy is anchored in five key impact areas (shown below)

that support and sustain our business over time. We deliver thoughtful services and insurance solutions to support our

clients through major losses and improve their resilience. We believe that future success depends, among other factors,

on the engagement of our employees, the way we interact with customers and society, and our collective efforts to

protect and advance global sustainability.

Our Board regularly reviews and is responsible for our long-term business strategy and the pursuit of long-term

shareholder value, working closely with management to define our strategic objectives. As part of this integrated

approach, we consider material risks and opportunities that support Arch’s long-term sustainability. Within our Board

structure, committees—including Audit, Compensation and Human Capital, Finance, Investment and Risk, Nominating

and Governance, and Underwriting Oversight—focus on key risks and opportunities to drive lasting success. For

additional details, please refer to the “ Board ” section of this Proxy Statement and our sustainability report at

archgroup.com/sustainability-governance/documents/ . No information on our website is incorporated herein by

reference.

Impact Areas that Drive Our Sustainability:

●	●	●	●	●
OUR BUSINESS	OUR OPERATIONS	OUR INVESTING	OUR PEOPLE	OUR COMMUNITIES
We offer services and insurance coverages that support our clients through major loss and improve their resiliency; we integrate sustainability factors into our underwriting to reduce risk and capture opportunities for stakeholder benefit.	We actively manage sustainability risks and embed compliance, transparency, cybersecurity and resilience across our operations, protecting our people and customers who entrust us with their personal information and business interests.	We believe incorporating certain nonfinancial sustainability factors into investment selection and risk management can potentially enhance long- term investment returns.	We are committed to investing in our employees’ personal and professional success and creating long- term sustainable growth for our organization.	We strive to make a meaningful impact by investing in our communities, a trait ingrained in Arch’s core values and woven into the fabric of our corporate culture.

2026 PROXY STATEMENT | 11

GENERAL INFORMATION See page A- 1

Please see “Annex A—General Information” for important

information about the proxy materials, voting, the 2026

Annual Meeting, Company documents, communications

and the deadlines to submit shareholder proposals and

director nominees for the 2027 annual general meeting.

LEARN MORE ABOUT OUR COMPANY

You can learn more about the Company by visiting:

n Our website — archgroup.com n Proxy website — proxyvote.com , which includes this Proxy Statement and our 2025 Annual Report.

12 | 2026 PROXY STATEMENT

GOVERNANCE

ITEM 1—ELECTION OF

DIRECTORS

Our Board is composed of 12 members, divided into three

classes, serving staggered three-year terms. The Board

intends to present for action at the Annual Meeting the

election of Francis Ebong, Eileen Mallesch and Brian S.

Posner to serve as Class I Directors for a term of three

years and until their respective successors are duly

elected and qualified or their earlier resignation or

removal. Such nominees were recommended by the

Nominating and Governance Committee for approval by

the Board. Unless authority to vote for these nominees is

withheld, the enclosed proxy will be voted for these

nominees, except that the persons designated as proxies

reserve discretion to cast their votes for other persons in

the unanticipated event that any of these nominees is

unable or declines to serve.

After approximately 17 years of service on the Board,

John D. Vollaro, a current Class I Director, will not stand

for re-election following the completion of his current

term.

Board

Leadership Structure

The Board reviews the Company’s leadership structure

from time to time. The Board has determined that a split

in the role of Chair of the Board and CEO is appropriate

and in the best interests of the Company’s shareholders.

The Board has also determined that the role of

independent lead director is not currently necessary as

our Chair of the Board, Mr. Pasquesi, is independent as

defined under the applicable listing standards of The

Nasdaq Stock Market LLC (“Nasdaq”).

Several factors contribute to our strong and independent

Board. All directors, with the exception of Messrs.

Papadopoulo and Vollaro, are independent as defined

under the applicable listing standards of Nasdaq, and the

Audit, Compensation and Human Capital and Nominating

and Governance Committees of our Board are composed

entirely of independent directors. The Company’s

independent directors bring experience, oversight and

expertise from many industries, including the insurance

industry. In addition to feedback provided during the

course of Board meetings, the independent directors

regularly meet in executive session without management

present and have regular access to our management

team.

Board Structure

Our Board has reviewed its classified board structure and

continues to believe that this structure provides stability

and continuity in the Board’s membership and in the

direction it provides to the Company’s management. This

approach promotes a long-term perspective to our

strategy and has proved beneficial to our management in

establishing the Company’s short- and long-term

priorities. We believe that a classified election process

remains in the best interests of our shareholders.

Board Independence and Composition

Our Board has concluded that the following 10 non-

employee directors, including our Chair, are independent

in accordance with the director independence standards

set forth in Nasdaq rules: John L. Bunce, Francis Ebong,

Laurie S. Goodman, Daniel J. Houston, Moira Kilcoyne,

Eileen Mallesch, Alexander Moczarski, John M. Pasquesi,

Brian S. Posner and Neal Triplett. In making these

independence determinations, the Board reviewed the

relevant relationships with the directors set forth under

the caption “Certain Relationships and Related Person

Transactions,” including ordinary course transactions not

meeting the disclosure threshold with insurers, reinsurers

and producers in which a director or a fund affiliated with

any of our directors maintained at least a 10% ownership

interest. Specifically, the Board’s independence

determinations included reviewing our contribution made

to a non-profit organization where Ms. Goodman serves

as a fellow (but not as an executive officer). Payment to

this non-profit organization constituted less than the

greater of $200,000 or 1% of that organization’s annual

consolidated gross revenues during its last completed

fiscal year.

2026 PROXY STATEMENT | 13

The Company does not set specific term limits on director service and believes that a mix of director tenures strengthens

the Board’s effectiveness. Longer tenured directors possess experience and institutional knowledge, while newer

directors bring fresh perspectives. Of our 12 directors, the average director tenure is approximately 9.1 years as shown

below:

Independence Tenure Age

Skills and Experience

The Nominating and Governance Committee is

responsible for identifying individuals qualified to become

directors and recommending to the Board the director

nominees for consideration at each annual general

meeting of shareholders. In general, the Committee will

look for new members, possessing superior business

judgment and integrity who have distinguished

themselves in their chosen fields of endeavor and who

have knowledge and experience in the areas of insurance,

reinsurance or other aspects of our business, operations

or activities, as well as knowledge of the business

environments in the jurisdictions in which we currently

operate or intend to operate in the future. The Company

endeavors to maintain a board representing a broad

spectrum of expertise, backgrounds, perspectives and

experience.

Our Corporate Governance Guidelines provide that the

Nominating and Governance Committee’s assessment of

new Board candidates will include consideration of the

members’ qualifications and their independence, as well

as consideration of their skills and experience in the

context of the needs of the Board. In addition, although

the Board considers diversity of viewpoints, expertise and

experience, the Board does not have a formal diversity

policy.

Board Refreshment. The Board is committed to effective

refreshment that is reflective of the Company’s evolving

strategy, and to having a diversity of perspectives, skills

and experiences on our Board that align with our

strategy. With succession planning and bench strength in

mind, the Board first identifies desired skill sets to

enhance the effectiveness of our Board and from time to

time may retain a search firm to help identify and

evaluate possible candidates through a comprehensive

recruitment process.

In its ongoing efforts to refresh Board composition, our

Nominating and Governance Committee evaluates a

broad pool of director candidates based upon the desired

skills, qualities and attributes. For example, following this

work, the Board added four directors in 2024 and 2025:

Mr. Houston, a seasoned executive with extensive

experience in the financial services industry; Mr. Triplett,

an accomplished investment professional with

sophisticated investment expertise and deep financial

services knowledge; Mr. Papadopoulo, our CEO who is an

experienced leader with broad insurance industry

background and in-depth knowledge of our operations;

and Mr. Moczarski, an insurance executive with an

extensive background in international business.

14 | 2026 PROXY STATEMENT

Over-boarding. Our Corporate Governance Guidelines

and Code of Business Conduct require directors to advise

the Board through the Chair of the Board or the Chair of

the Nominating and Governance Committee in advance

of accepting an invitation to serve on another company

board, or to serve as an employee, advisor or consultant

of any mortgage enterprise (mortgage broker, lender,

originator, seller or servicer of 1-4 unit residential

mortgages or any other entity to which a master policy

has been issued) or any competitor of the Company,

whether public or private. A proposed director position is

reviewed to ensure that the new role will not interfere

with the director’s ability to discharge his or her duties to

the Company. In addition, the Board has implemented a

practice prohibiting directors from serving on more than

three other public company boards.

Role in Risk Oversight

Our Board, as a whole and also at the committee level,

has an active role in overseeing management of the

Company’s risks. The Board regularly reviews information

regarding the Company’s business and operations,

including underwriting, investments, capital

management, liquidity, financial reporting and

compliance, as well as the risks associated with these

activities.

As outlined below, Committees of the Board help oversee

the business and operations of the Company:

Audit Committee	Oversees management of financial reporting, compliance and operational risks.
Compensation and Human Capital Committee	Oversees the management of risks relating to the Company’s compensation plans and arrangements, retention of personnel and succession planning with regard to members of our Executive Leadership Team.
Executive Committee	Oversees and directs the business and affairs of the Company in intervals between meetings of the Board.
Finance, Investment and Risk Committee	Oversees risks relating to the financial, investment and other risk affairs of the Company.
Nominating and Governance Committee	Oversees risks associated with the composition of the Board, corporate governance, sustainability matters and succession planning relating to our CEO.
Underwriting Oversight Committee	Oversees risks relating to our underwriting activities, including with respect to accumulations and aggregations of exposures in our insurance, reinsurance and mortgage businesses.

2026 PROXY STATEMENT | 15

Cybersecurity Risk Oversight

We prioritize the management of cybersecurity risk and

the protection of information across our enterprise. The

Audit Committee of the Board oversees the Board’s

responsibilities relating to the operational (including

information technology (“IT”), business continuity and

data security) risk affairs of the Company. Our Audit

Committee is informed of such risks through quarterly

reports from our Chief Information Officer and Chief

Operations Officer with input from our Chief Information

Security Officer.

Code of Business Conduct, Committee

Charters, Corporate Governance

Guidelines and Insider Trading Policy

We have adopted a Code of Business Conduct, which

describes our ethical principles, and the charters of

responsibilities for all of our standing Board committees.

We have also adopted Corporate Governance Guidelines

that cover issues such as executive sessions of our Board,

director qualification and independence requirements,

director responsibilities, access to management,

evaluations and communications with the Board in order

to help maintain effective corporate governance of the

Company. The full text of our Code of Business Conduct,

each Committee Charter and our Corporate Governance

Guidelines are available on the Company’s website,

archgroup.com . None of the material on our website is

incorporated herein by reference.

We have adopted insider trading policies and procedures

governing the purchase, sale and other dispositions of the

Company’s securities by our directors, officers and

employees that are reasonably designed to promote

compliance with insider trading laws, rules and

regulations (the “Insider Trading Policy”). It is also the

policy of the Company to comply with applicable

securities laws when transacting in its own securities.

Meetings

The Board held five meetings during 2025 . Each director

attended 75% or more of all meetings of the Board and

any committees on which the director served during

2025 . Directors are encouraged, but not required, to

attend our annual general meeting of shareholders. 11

out of 12 of our then-current directors attended the 2025

annual general meeting.

Communications with the Board

Shareholders may communicate with the Board or any of

the directors by sending written communications

addressed to the Board or any of the directors, to:

Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention: Secretary

E-Mail: shareholderinfo@archgroup.com

Shareholder communications will be compiled as

appropriate by the Secretary for review by the Board.

16 | 2026 PROXY STATEMENT

Committees of the Board

Director	Audit	Compensation and Human Capital	Finance, Investment and Risk	Nominating and Governance	Underwriting Oversight
John L. Bunce		n	n	Chair
Francis Ebong	n	n		n
Laurie S. Goodman	n			n	Chair
Daniel J. Houston		n		n
Moira Kilcoyne	n	Chair		n
Eileen Mallesch	Chair				n
Alexander Moczarski		n			n
Nicolas Papadopoulo		n
John M. Pasquesi		Chair	n		n
Brian S. Posner		n	Chair
Neal Triplett			n		n
John D. Vollaro			n		n

Audit Committee

The Audit Committee of the Board assists the Board in

monitoring (1) the integrity of our financial statements,

(2) the qualifications and independence of the

independent registered public accounting firm, (3) the

performance of our internal audit function and

independent registered public accounting firm and (4) the

compliance by the Company with legal and regulatory

requirements applicable to financial statements and

accounting and financial reporting processes. The Audit

Committee is involved in the selection of the audit

engagement partner and also oversees the Board’s

responsibilities relating to the operational (including IT,

business continuity and data security) risk affairs of the

Company.

All Audit Committee members are considered

independent under the listing standards of Nasdaq

governing the qualifications of the members of audit

committees and the independence requirements under

Rule 10A-3 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”). The Board has

determined that two of the four members of the Audit

Committee, Mss. Goodman and Mallesch, qualify as an

“audit committee financial expert” under the rules of the

SEC. The Audit Committee held five meetings during

2025 , in addition to several informational meetings.

Compensation and Human Capital

Committee

The Compensation and Human Capital Committee of the

Board approves the compensation of our senior

executives and has overall responsibility for approving,

evaluating and making recommendations to the Board

regarding our officer compensation plans, policies and

programs. As part of its responsibilities, the

Compensation and Human Capital Committee also

oversees the succession planning process for our

Executive Leadership Team (except for the CEO). In

addition, the Compensation and Human Capital

Committee reviews periodic updates from management

on initiatives and progress in the area of human capital

management. All Compensation and Human Capital

Committee members are considered independent under

the listing standards of Nasdaq governing the

qualifications of the members of compensation

committees. In addition, no executive officer of the

Company served on any board of directors or

compensation committee of any entity (other than Arch

Capital) with which any member of our Board serves as an

executive officer. The Compensation and Human Capital

Committee held five meetings in 2025 .

2026 PROXY STATEMENT | 17

Executive Committee

The Executive Committee of the Board may generally

exercise all the powers and authority of the Board in the

management of our business and affairs when the Board

is not in session unless the Board otherwise determines.

The Executive Committee did not meet during 2025 .

Finance, Investment and Risk Committee

The Finance, Investment and Risk Committee of the Board

oversees the Board’s responsibilities relating to the

financial, investment and other risk affairs of the

Company. The Finance, Investment and Risk Committee

also recommends to the Board financial policies, risk

tolerances, strategic capital management activities and

overall investment policy, including the selection of

appropriate financial benchmarks and investment

performance. The Finance, Investment and Risk

Committee held four meetings during 2025 .

Nominating and Governance Committee

The Nominating and Governance Committee of the Board

is responsible for identifying individuals qualified to

become directors and recommending to the Board the

director nominees for consideration at each annual

general meeting of shareholders. The Nominating and

Governance Committee also advises the Board on

succession planning for our CEO as well as corporate

governance matters, and the Company’s sustainability

initiatives. All Nominating and Governance Committee

members are considered independent under the listing

standards of Nasdaq. The Nominating and Governance

Committee held four meetings during 2025 .

Nominations Process. When the Board determines to

seek a new member, whether to fill a vacancy or

otherwise, the Nominating and Governance Committee

will consider recommendations from Board members,

management and others, including shareholders. The

Nominating and Governance Committee and the Board

utilize the same criteria for evaluating candidates

regardless of the source of the referral. Please refer to

“Skills and Experience” for a description of the skills,

expertise and other attributes desired in new members.

For a discussion of the specific experiences, qualifications,

attributes or skills that led the Nominating and

Governance Committee to conclude that each director

should serve on our Board, see the biographical

information section beginning on page 18 . For a more

detailed discussion of our Board composition, including

our Board refreshment process, see “Board

Independence and Composition” and “Skills and

Experience.”

Any shareholder who wishes to make a proposal to be

included in our Proxy Statement and form of proxy

relating to the 2027 annual general meeting, or to submit

a proposal or nominate a director at the 2027 annual

general meeting, should follow the procedures as

described under the caption “Shareholder Proposals for

the 2027 Annual General Meeting.”

Board Self-Evaluations. The Nominating and Governance

Committee develops the process for the Board’s self-

evaluation and oversees, in combination with the Chair of

the Board, the conduct of these evaluations. Our

Corporate Governance Guidelines provide that the Board

will conduct annual self-evaluations to determine

whether the Board and its committees are functioning

effectively. Following the annual general meeting each

year, the Nominating and Governance Committee

oversees individual director evaluations, including self-

evaluations and peer reviews, for each director who will

be up for election at the next annual general meeting to

help inform the annual director nomination process. The

Nominating and Governance Committee has retained a

third-party governance organization to facilitate the

Board and committee evaluation process and intends to

use, at least every three years, an independent third-

party to conduct these evaluations. The Board believes

that self-evaluations of the Board are important elements

of corporate governance and essential to ensure a well-

functioning Board.

Sustainability. The Nominating and Governance

Committee oversees the establishment, management and

processes related to sustainability activities. This

committee receives quarterly reports on sustainability

topics, including regulatory compliance, reporting and

related activities. These reports detail the Company’s

progress on substantive sustainability initiatives and

provide information on rating agencies that evaluate our

sustainability performance. Please refer to our

“Sustainability Practices” for a review of our program.

Underwriting Oversight Committee

The Underwriting Oversight Committee of the Board

assists the Board by reviewing the underwriting activities

of our insurance, reinsurance and mortgage businesses.

The Underwriting Oversight Committee held four

meetings in 2025 .

18 | 2026 PROXY STATEMENT

Nominees

Francis Ebong — n	45 years old
n	Director since August 2021
n	Class I Director of Arch Capital
n	Audit Committee
n	Compensation and Human Capital Committee
n	Nominating and Governance Committee

Eileen Mallesch — n	70 years old
n	Director since August 2021
n	Class I Director of Arch Capital
n	Audit Committee
n	Underwriting Oversight Committee

2026 PROXY STATEMENT | 19

Brian S. Posner — n	64 years old
n	Director since November 2010
n	Class I Director of Arch Capital
n	Compensation and Human Capital Committee
n	Finance, Investment and Risk Committee

Required Vote

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

Recommendation of the Board

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

20 | 2026 PROXY STATEMENT

Appointed Directors, Continuing Directors and Senior Management

The following individuals are our appointed and continuing directors:

John L. Bunce — n	67 years old
n	Director since November 2001
n	Class III Director of Arch Capital
n	Term expires 2028
n	Executive Committee
n	Finance, Investment and Risk Committee
n	Nominating and Governance Committee

Laurie S. Goodman — n	70 years old
n	Director since May 2018
n	Class II Director of Arch Capital
n	Term expires 2027
n	Audit Committee
n	Nominating and Governance Committee
n	Underwriting Oversight Committee

Daniel J. Houston — n	64 years old
n	Director since August 2024
n	Class II Director of Arch Capital
n	Term expires 2027
n	Compensation and Human Capital Committee
n	Nominating and Governance Committee

2026 PROXY STATEMENT | 21

Moira Kilcoyne — n	64 years old
n	Director since January 2020
n	Class III Director of Arch Capital
n	Term expires 2028
n	Audit Committee
n	Compensation and Human Capital Committee
n	Nominating and Governance Committee

Alexander Moczarski — n	70 years old
n	Director since February 2025
n	Class III Director of Arch Capital
n	Term expires 2028
n	Compensation and Human Capital Committee
n	Underwriting Oversight Committee

John M. Pasquesi — n	66 years old
n	Director since October 2001
n	Class II Director of Arch Capital
n	Term expires 2027
n	Executive Committee
n	Finance, Investment and Risk Committee
n	Underwriting Oversight Committee

22 | 2026 PROXY STATEMENT

Nicolas Papadopoulo — n	63 years old
n	Director since October 2024
n	Class III Director of Arch Capital
n	Term expires 2028
n	Executive Committee

Neal Triplett — n	55 years old
n	Director since August 2024
n	Class II Director of Arch Capital
n	Term expires 2027
n	Finance, Investment and Risk Committee
n	Underwriting Oversight Committee

2026 PROXY STATEMENT | 23

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

directors of Arch Capital:

David E. Gansberg — n	53 years old
n	With Arch since December 2001
n	President, Arch Capital

Maamoun Rajeh — n	55 years old
n	With Arch since December 2001
n	President, Arch Capital

François Morin — n	58 years old
n	With Arch since October 2011
n	Executive Vice President, Chief Financial Officer and Treasurer, Arch Capital

Christine Todd — n	59 years old
n	With Arch since June 2021
n	Chief Investment Officer, Arch Capital

24 | 2026 PROXY STATEMENT

Jennifer Centrone — n	53 years old
n	With Arch since June 2019
n	Executive Vice President, Chief Human Resources Officer of Arch Capital Services LLC

Jerome Halgan — n	52 years old
n	With Arch since June 2009
n	President and Chief Underwriting Officer of Arch Reinsurance Group

Chris Hovey — n	59 years old
n	With Arch since January 2014
n	Chief Operations Officer of Arch Capital Services LLC

Louis T. Petrillo — n	60 years old
n	With Arch since January 1996
n	President and General Counsel of Arch Capital Services LLC

Jay Rajendra — n	45 years old
n	With Arch since August 2016
n	Chief Strategy and Innovation Officer, Arch Capital

2026 PROXY STATEMENT | 25

Michael Schmeiser — n	48 years old
n	With Arch since January 2017
n	President and Chief Executive Officer, Arch U.S. Mortgage

Matthew Shulman — n	52 years old
n	With Arch since June 2009
n	Chief Executive Officer, Arch Insurance North America

26 | 2026 PROXY STATEMENT

Succession Planning

We have a robust talent and succession planning process.

On an annual basis, our Board receives a comprehensive

succession plan for the CEO and for each member of our

Executive Leadership Team. Our Board has delegated

primary oversight responsibility for succession planning

for our CEO to our Nominating and Governance

Committee and, for the other members of our Executive

Leadership Team, to the Compensation and Human

Capital Committee. Our Board continues to regularly

evaluate its succession planning to ensure that we are

well-positioned to execute our corporate strategy. In

addition, management prepares a broader talent and

succession plan on an annual basis, focusing on

identifying, developing and retaining high performing and

high potential talent for key positions, and attracting a

diverse talent base.

Director Compensation

The Compensation and Human Capital Committee is

responsible for reviewing and making recommendations

to the Board regarding all matters pertaining to

compensation paid to directors for Board, committee and

committee chair services.

In making non-employee director compensation

recommendations, the Compensation and Human Capital

Committee takes various factors into consideration,

including, but not limited to, input received from the

Compensation and Human Capital Committee’s

independent consultant, the responsibilities of directors

generally, as well as committee chairs, and the form and

amount of compensation paid to directors by comparable

companies. The Board reviews the recommendations of

the Compensation and Human Capital Committee and

determines the form and amount of director

compensation.

The following table provides information concerning the

compensation of our directors for the year ended

December 31, 2025 . Directors who also serve as

employees of the Company do not receive payment for

service as directors. In addition to the arrangements

described below, all non-employee directors are entitled

to reimbursement for their reasonable out-of-pocket

expenses in connection with their travel to and

attendance at meetings of the Board or committees. For a

complete understanding of the table, refer to the

footnotes and the narrative disclosures that follow the

table. Please also refer to the “2025 Summary

Compensation Table” for Mr. Papadopoulo’s

compensation. Mr. Papadopoulo does not receive any

additional compensation (cash fees or share awards) for

his service as a director.

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

AC = Audit Committee Chair; CC = Compensation and Human Capital Committee Chair; EC = Executive Committee Chair; FC = Finance,

Investment and Risk Committee Chair; NC = Nominating and Governance Committee Chair; UC = Underwriting Oversight Committee

Chair

• Chair of the Board

2026 PROXY STATEMENT | 27

(1) Each non-employee member of our Board is entitled to receive

an annual cash retainer fee in the amount of $125,000 . Each

such director may elect to receive the retainer fee in the form

of common shares instead of cash. If so elected, the number of

shares distributed to the non-employee director will be equal

to 100% of the amount of the annual retainer fee otherwise

payable divided by the fair market value of our common shares

( i.e., the closing price on the date of grant), and such shares

vest immediately with any residual amounts not counting for a

full share value to be paid on the grant date in cash. This

column includes the annual retainer (whether paid in cash or,

at the election of the director, in common shares) and the fees

for service as Chair of the Board, committee chair and Audit

Committee member. In addition, Mss. Goodman and Mallesch

and Messrs. Ebong, Moczarski and Posner received their

annual retainer fees in the form of cash and Ms. Kilcoyne and

Messrs. Bunce, Houston and Triplett received their annual

retainers in the form of 1,348 common shares. Additionally,

Mr. Pasquesi received his annual retainer and Chair of the

Board fee in shares, each in the form of 1,348 common shares.

For the 2024-2025 annual period, Mr. Sunshine, who resigned

from the Board effective May 7, 2025, received a $38 cash

payment upon vesting of his May 2024 annual grant.

The table below sets forth the fees payable to our chairs and

Audit Committee members in addition to the annual retainer

received for regular board service.

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

Effective as of the 2026 Annual Meeting, the Chair of the

Board fee will be $175,000.

(2) Each year, the non-employee directors are granted a number

of restricted shares equal to $145,000 divided by the fair

market value of our common shares on the date of grant

( i.e., the closing price on the first day of the annual period of

compensation for the non-employee directors), and such

shares will vest on the earlier of the one-year anniversary of

grant date or the next annual general meeting of shareholders

with any residual amounts not counting for a full share value

to be paid in cash on the vesting date. The grant date fair value

indicated in the table has been calculated in accordance with

FASB ASC Topic 718 Compensation—Stock Compensation,

using assumptions set forth in the notes accompanying our

financial statements. See note 22 , “Share-Based

Compensation,” on pages 170-172 of the notes accompanying

our consolidated financial statements included in our 2025

Annual Report. On May 7, 2025 , each non-employee director,

except for Mr. Moczarski as discussed in Footnote 4 below,

received 1,564 restricted shares, which will vest on May 5,

2026 .

The aggregate number of share awards outstanding ( i.e.,

unvested) as of December 31, 2025 , for Mss. Goodman,

Kilcoyne and Mallesch and Messrs. Bunce, Ebong, Houston,

Moczarski, Pasquesi, Posner and Triplett was 1,564 common

shares. Effective as of the 2026 Annual Meeting, each year, the

non-employee directors will be granted a number of restricted

shares equal to $195,000 divided by the fair market value of

our common shares ( i.e., the closing price on the first day of

the annual period of compensation for the non-employee

directors), and such shares will vest on the earlier of the one-

year anniversary of grant date or the next annual general

meeting of shareholders with any residual amounts not

counting for a full share value to be paid in cash on the vesting

date.

(3) The amounts in the “All Other Compensation” column for Ms.

Goodman and Messrs. Ebong, Moczarski, Pasquesi, Posner,

Sunshine, Triplett and Vollaro consist of matching gifts made

under the Company’s matching gift program. Under the

matching gift program in 2025 , the Company matched eligible

contributions to qualified charitable organizations on a dollar-

for-dollar basis, up to a maximum of $25,000 per calendar

year. The Company made an aggregate of approximately

$ 166,841 in matching contributions on behalf of the directors

noted in the table above for 2025 which includes $25,000 each

for Ms. Goodman and Messrs. Ebong, Moczarski, Pasquesi,

Triplett and Vollaro, $15,729 for Mr. Sunshine and $1,112 for

Mr. Posner, respectively. In addition, the amounts include the

cash dividend payment in connection to the vesting of

restricted shares as a result of the special dividend of $5.00 per

common share we paid in December 2024 (the “Special

Dividend”). Lastly, the amount for Mr. Pasquesi also includes

HSR filing fees paid by the Company in the amount of

$105,000.

(4) On February 4, 2025, Mr. Moczarski joined the Board and

received a pro-rated director fee and share award for the

2024-2025 annual period, as reflected in the table above. Mr.

Moczarski received a pro-rated annual cash retainer fee in the

amount of $31,507 and a pro-rated share award equal to

$37,294 divided by the fair market value of our common

shares on the date of grant, February 4, 2025 or 402 common

shares. The shares vested on May 9, 2025.

(5 ) On January 15, 2026, Mr. Vollaro informed the Company that

he would not stand for re-election at the Annual Meeting. Mr.

Vollaro’s employment agreement provides that he receive an

annual base salary of $250,000 and a bonus determined by the

Compensation and Human Capital Committee and the Board

for his role as Senior Advisor of the Company. For 2025 ,

Mr. Vollaro received a cash bonus of $250,000. A description

of Mr. Vollaro’s employment agreement is included below.

(6) The amount for Mr. Vollaro includes $41,945 in contributions

to our defined contribution plan and the amount of matching

gifts made under the Company’s matching gift program as

indicated in Footnote 3 above. In addition, the total amount

includes the payment for club dues and tax preparation

services.

28 | 2026 PROXY STATEMENT

Employment Agreement with John Vollaro

On January 16, 2026, Mr. Vollaro informed the Company

that he would not stand for re-election at the Annual

Meeting. Mr. Vollaro subsequently entered into a

retirement letter with the Company on March 10, 2026

pursuant to which Mr. Vollaro will retire from the

Company effective June 30, 2026, and, in accordance with

his employment agreement and the prescribed policies

and programs of the Company, will receive base salary

and benefits through June 30, 2026, a pro rata payment

of the 2026 annual bonus award and company-paid group

health plan coverage for a period of 12 months.

Previously, our employment agreement with Mr. Vollaro

provided for his employment as Senior Advisor of Arch

Capital to continue until terminated by either party by

providing at least six months’ prior written notice. His

base salary was $250,000 per annum, and the target rate

for his annual cash bonus was 100% of his annual base

salary. Mr. Vollaro was eligible to receive share-based

awards at the discretion of the Board and was also

entitled to participate in employee benefit programs and

other fringe benefits customarily provided to similarly

situated senior executives. The Company would

reimburse him for his reasonable expenses incurred

traveling between Bermuda and the United States. He

received no other compensation for his service as an

advisor and director to the Company.

Matters Relating to Director Share Ownership

In an effort to further align the interests of the non-

employee directors with the interests of shareholders,

the Company has adopted:

Share Ownership Guidelines: Share ownership guidelines

require the directors to retain common shares having a

value of at least five times their annual cash retainer fee

within five years of their appointment (stock options and

unvested restricted shares/units do not count toward the

requirement). Each director is in compliance with our

share ownership guidelines, or is expected to become

compliant within the prescribed timeframe following his

or her initial election to the Board.

Share Holding Requirements: Until our non-employee

directors meet their target ownership levels, they must

retain an amount equal to 50% of the net profit shares

received from Arch Capital’s equity awards. Net profit

shares are the shares remaining after payment of taxes

owed on vesting of restricted share or on vesting and

payout under restricted share units. Under the director

share holding requirements, net profit shares would also

include shares remaining after payment of the exercise

price of an option and taxes owed on exercise of options

or on vesting and payout under performance shares,

although our non-employee directors do not currently

hold or receive Arch Capital performance shares or

options.

No Hedging Permitted: We have adopted insider trading

policies and procedures governing the purchase, sale and

other dispositions of the Company’s securities by

directors, officers and employees, and as part of that

policy, our directors, officers and employees are not

permitted to engage in hedging activities with respect to

Arch Capital’s common shares or any other publicly-

traded equity or debt securities issued by Arch Capital or

any of its subsidiaries. Specifically, they may not engage

in short sales or in the purchases or sales of financial

instruments or derivatives, including puts and calls, that

hedge or offset any change in the market value of such

securities. In addition, our officers, directors and other

employees may not otherwise engage in transactions that

are designed to, or have, the same effect.

2026 PROXY STATEMENT | 29

Certain Relationships and Related

Person Transactions

Generally, transactions with related persons are subject

to review by the disinterested members of our Board. Our

Board has adopted written procedures regarding related

party transactions, which include transactions involving a

company or other entity (or an affiliate thereof) in which

a non-employee director or an executive officer of Arch

Capital has a material interest (each a “portfolio

company”), on the one hand, and Arch Capital or one of

its subsidiaries, on the other hand. The Board or its

disinterested members, as appropriate, also review,

approve or ratify any related person transaction required

by the SEC to be disclosed in our Proxy Statement. Under

the procedures, these transactions must be reviewed and

approved by the management of Arch Capital or the

operating subsidiary entering into the transaction (as

applicable), and the terms of such transaction should be

arm’s-length or on terms that are otherwise fair to Arch

Capital and its subsidiaries. In addition, except for a few

defined de minimis exceptions, these transactions also

require the approval of Arch Capital under its holding

company oversight guidelines. In reviewing these

proposed transactions, the effects, if any, on the

independence of the relevant directors are considered

under the governing Nasdaq and SEC standards. Any

applicable regulatory, tax and ratings agency matters are

also considered. Under these procedures, the Board is

regularly provided with an update of related party

transactions.

In January 2017, the Company and Kelso & Co. (“Kelso”),

sponsored Premia Reinsurance Ltd., a newly formed

multi-line Bermuda reinsurance company (“Premia Re”).

Premia Re’s strategy is to reinsure or acquire companies

or reserve portfolios in the non-life property and casualty

insurance and reinsurance run-off market. The initial

capitalization of Premia Re’s parent, Premia, consisted of

$400 million in common equity and $110 million in

unsecured senior debt. Arch Re Bermuda and certain Arch

co-investors, including senior management of Premia,

invested $100 million and acquired 25% of Premia’s

common equity as well as warrants to purchase

additional common equity. Two of the co-investors

included Nicolas Papadopoulo, CEO of Arch Capital, who

invested $2.5 million for a 0.625% stake, and Maamoun

Rajeh, President of Arch Capital, who invested $0.5

million for a 0.125% stake. Affiliates of Kelso, along with

co-investors of Kelso, invested $300 million and acquired

the balance of Premia’s common equity as well as

warrants to purchase additional common equity.

Subsidiaries of Arch Capital are providing certain

administrative and support services to Premia pursuant to

services agreements. Arch Re Bermuda has appointed

two directors to serve on the seven-person board of

directors of Premia Re. Arch Re Bermuda is providing a

quota share reinsurance treaty on certain business

written by Premia Re. During 2025, Arch Re Bermuda did

not enter into any new reinsurance transactions with

Premia. During 2025, Arch Re Bermuda generated

immaterial net premiums written and earned, compared

to $184 thousand and $492 thousand, respectively in

1. At December 31, 2025, Arch Re Bermuda recorded

funds held in assets from Premia of $124 million,

compared to $137 million at December 31, 2024.

In August 2025, we made a $125 thousand contribution

to the Urban Institute, a non-profit research organization

that employs one of our directors in a non-executive role,

Laurie S. Goodman.

In January 2023, we entered into various transactions

related to private investments supporting the

retrocession requirements of certain companies in the

Company’s Reinsurance segment (collectively, the “2023

Reinsurance Transactions”). One of the investors in the

2023 Reinsurance Transactions is a fund managed by

Artisan Partners Limited Partnership (“APLP”). Based

solely on a Schedule 13G/A filed in February 2024, certain

investment management clients of APLP, including the

fund referenced in the previous sentence, beneficially

owned more than 5% of the outstanding common shares

of Arch Capital as of December 31, 2023. See “Security

Ownership of Certain Beneficial Owners and

Management—Common Shares” for further detail.

Pursuant to the transaction, the fund had committed to

providing $100 million in retrocession protection for

Arch’s benefit via an insurance-linked securities structure

with respect to certain risks underwritten during the

relevant policy period in exchange for net ceded

premiums.

Based solely on a Schedule 13G/A filed in November

2024, BlackRock Inc. (“BlackRock”) beneficially owned

more than 5% of the outstanding common shares of Arch

Capital as of September 30, 2024. BlackRock, through its

subsidiaries, provides various investment management,

investment trade support and risk analysis services to

Arch Capital and its subsidiaries. During 2025, the

Company incurred $13.5 million of fees, in the aggregate,

under these services arrangements with BlackRock.

Based solely on a Schedule 13G/A filed in November

2024, Baron Capital Group, Inc., and certain of its

subsidiaries and its controlling owner Ronald Baron

(collectively “Baron”), beneficially owned more than 5%

of the outstanding common shares of Arch Capital as of

September 30, 2024. Certain of the Company’s

subsidiaries have made passive investments in Baron

30 | 2026 PROXY STATEMENT

funds in the ordinary course of business. As of December

2025, the Company had approximately $161.6 million net

asset value invested, in the aggregate, in funds managed

by Baron. Based on a Schedule 13G/A filed in February

2026, Baron no longer beneficially owned more than 5%

of the outstanding common shares of Arch Capital as of

December 31, 2025.

Based solely on a Schedule 13G/A filed in February 2024,

The Vanguard Group (“Vanguard”) beneficially owned

more than 5% of the outstanding common shares of Arch

Capital as of December 29, 2023. In 2025, Vanguard

provided investment management services to Company-

sponsored pension plans. Fees payable in connection with

investing in Vanguard funds are paid by the plans. No fees

were paid by the Company.

Chiara Nannini, a director of certain of our non-U.S.

subsidiaries, is a director of the law firm of Conyers Dill &

Pearman Limited (“Conyers”), which provides legal

services to the Company and its subsidiaries.

From time to time, in the ordinary course of our business,

we may enter into transactions, including insurance and

reinsurance transactions and brokerage or other

arrangements for the production of business, with

entities in which companies or funds affiliated with

beneficial owners of more than 5% of our issued and

outstanding voting shares or directors (or their immediate

family members) of Arch Capital may have an ownership

or other interest.

2026 PROXY STATEMENT | 31

SHARE OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

Common Shares

The following table sets forth information available to us as of March 9, 2026 with respect to the ownership of our voting

shares by (1) each person known to us to be the beneficial owner of more than 5% of any class of our issued and

outstanding voting shares, (2) each director and NEO of Arch Capital and (3) all of the directors and executive officers of

Arch Capital as a group. Except as otherwise indicated, each person named below has sole investment and voting power

with respect to the securities shown.

Name and Address of Beneficial Owner	Common Shares — (A) Number of Common Shares Beneficially Owned (1)	(B) Rule 13d-3 Percentage Ownership (1)
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, Pennsylvania 19355	40,754,642	11.4%
BlackRock, Inc. (3) 50 Hudson Yards New York, New York 10001	33,285,495	9.3%
Artisan Partners Holdings LP (4) 875 East Wisconsin Avenue, Suite 800 Milwaukee, Wisconsin 53202	24,894,249	7.0%
Baron Capital Group, Inc. (5) 767 Fifth Avenue New York, New York 10153	17,987,505	5.0%
Nicolas Papadopoulo (6)	1,659,915	*
John L. Bunce (7)	1,559,669	*
Francis Ebong (8)	10,807	*
Laurie S. Goodman (9)	35,502	*
Daniel J. Houston (10)	4,615	*
Moira Kilcoyne (11)	32,444	*
Eileen Mallesch (12)	11,731	*
Alexander Moczarski (13)	1,966	*
John M. Pasquesi (14)	4,856,328	1.4%
Brian S. Posner (15)	120,104	*
Neal Triplett (16)	4,615	*
John D. Vollaro (17)	408,807	*
David E. Gansberg (18)	667,337	*
François Morin (19)	738,230	*
Maamoun Rajeh (20)	894,657	*
Christine Todd (21)	251,580	*
All directors and executive officers (17 persons) (22)	11,618,680	3.3%

• Denotes beneficial ownership of less than 1%

32 | 2026 PROXY STATEMENT

(1) Pursuant to Rule 13d-3 promulgated under the Exchange

Act, amounts shown include common shares that may be

acquired by a person within 60 days of March 9, 2026.

Therefore, column (B) has been computed based on (a)

356,272,841 common shares actually issued and

outstanding as of March 9, 2026; and (b) solely with

respect to the person whose Rule 13d-3 Percentage

Ownership of common shares is being computed, common

shares that may be acquired within 60 days of March 9,

2026, upon the exercise of options held only by such

person.

(2) Based on a Schedule 13G/A filed with the SEC on February

13, 2024, by The Vanguard Group (“Vanguard”). In the

Schedule 13G/A, it is reported that Vanguard has shared

dispositive power with respect to 1,557,574 common

shares, shared voting power with respect to 465,402

common shares and sole dispositive power with respect to

39,197,068 common shares.

(3) Based on a Schedule 13G/A filed with the SEC on

November 12, 2024, by BlackRock, Inc. (“BlackRock”). In

the Schedule 13G/A, it is reported that BlackRock has sole

voting power with respect to 30,470,067 common shares

and sole dispositive power with respect to 33,285,495

common shares.

(4) Based on a Schedule 13G/A filed with the SEC on February

12, 2024, jointly by Artisan Partners Limited Partnership

(“APLP”), Artisan Investments GP LLC (“Artisan

Investments”), Artisan Partners Holdings LP (“Artisan

Holdings”), Artisan Partners Asset Management Inc.

(“APAM”) and Artisan Partners Funds, Inc. (“Artisan

Funds”). APLP is an investment advisor and Artisan Funds is

an investment company. Artisan Holdings is the sole limited

partner of APLP and the sole member of Artisan

Investments. Artisan Investments is the general partner of

APLP and APAM is the general partner of Artisan Holdings.

The Schedule 13G/A reported that the common shares

have been acquired on behalf of discretionary clients of

APLP, which holds 24,894,249 common shares, including

17,459,639 common shares on behalf of Artisan Funds. In

addition, the Schedule 13G/A reported that (a) APLP,

Artisan Investments, Artisan Holdings and APAM each has

shared voting with respect to 24,097,765 common shares

and shared dispositive power with respect to 24,894,249

common shares; and (b) Artisan Funds has shared voting

and dispositive power with respect to 17,459,639 common

shares.

(5) Based upon a Schedule 13G/A filed with the SEC on

February 17, 2026, jointly by Baron Capital Group, Inc.

(“BCG”), BAMCO, Inc. (“BAMCO”), Baron Capital

Management, Inc. (“BCM”) and Ronald Baron (collectively,

the “Baron Group”). In the Schedule 13G/A, the Baron

Group reported that BAMCO and BCM are subsidiaries of

BCG, and Ronald Baron owns a controlling interest in BCG.

In addition, the Schedule 13G/A reported that (a) BCG has

shared voting power with respect to 17,800,595 common

shares and shared dispositive power with respect to

17,987,505 common shares; (b) BAMCO has shared voting

power with respect to 16,534,087 common shares and

shared dispositive power with respect to 16,720,997

common shares; (c) BCM has shared voting and shared

dispositive power with respect to 1,266,508 common

shares; and (d) Ronald Baron has shared voting power with

respect to 17,800,595 common shares and shared

dispositive power with respect to 17,987,505 common

shares.

(6) Amounts in columns (A) and (B) reflect, on March 9, 2026,

(a) 871,594 common shares owned directly by Mr.

Papadopoulo (including 82,797 restricted shares, which

were subject to vesting based solely on continued

employment); (b) stock options with respect to 511,463

common shares that were exercisable on that date or

within 60 days thereof; and (c) 276,858 performance

restricted shares which were subject to forfeiture and

reacquisition in the event that performance criteria were

not met. Amounts do not include stock options with

respect to 685,724 common shares that were not

exercisable within 60 days of March 9, 2026.

(7) Amounts in columns (A) and (B) reflect 1,559,669 common

shares owned directly by Mr. Bunce.

(8) Amounts in columns (A) and (B) reflect 10,807 common

shares owned directly by Mr. Ebong.

(9) Amounts in columns (A) and (B) reflect 35,502 common

shares owned directly by Ms. Goodman.

(10) Amounts in columns (A) and (B) reflect 4,615 common

shares owned directly by Mr. Houston.

(11) Amounts in columns (A) and (B) reflect 32,444 common

shares owned directly by Ms. Kilcoyne.

(12) Amounts in columns (A) and (B) reflect 11,731 common

shares owned directly by Ms. Mallesch.

(13) Amounts in columns (A) and (B) reflect 1,966 common

shares owned directly by Mr. Moczarski.

(14) Amounts in columns (A) and (B) reflect (a) 1,221,693

common shares owned by Otter Capital LLC, for which

Mr. Pasquesi serves as the Managing Member; (b)

3,499,365 common shares owned indirectly by revocable

trusts for which Mr. Pasquesi and his spouse are the

trustees; (c) 133,706 common shares owned indirectly by a

family limited partnership; and (d) 1,564 common shares

owned directly by Mr. Pasquesi. In addition, 1,058,411

common shares held by Otter Capital LLC and the revocable

trusts are subject to a security agreement.

(15) Amounts in columns (A) and (B) reflect 120,104 common

shares owned directly by Mr. Posner.

(16) Amounts in columns (A) and (B) reflect 4,615 common

shares owned directly by Mr. Triplett.

(17) Amounts in columns (A) and (B) reflect 408,807 common

shares owned by trusts for which Mr. Vollaro or his spouse

serve as trustees.

2026 PROXY STATEMENT | 33

(18) Amounts in columns (A) and (B) reflect, on March 9, 2026,

(a) 331,696 common shares owned directly by

Mr. Gansberg (including 57,887 restricted shares, which

were subject to vesting based solely on continued

employment); (b) stock options with respect to 215,270

common shares that were exercisable on that date or

within 60 days thereof; and (c) 120,371 performance

restricted shares which were subject to forfeiture and

reacquisition in the event that performance criteria were

not met. Amounts do not include stock options with

respect to 562,945 common shares that were not

exercisable within 60 days of March 9, 2026.

(19) Amounts in columns (A) and (B) reflect, on March 9, 2026,

(a) 298,788 common shares owned directly by Mr. Morin

(including 25,600 restricted shares, which were subject to

vesting based solely on continued employment); (b) stock

options with respect to 353,254 common shares that were

exercisable on that date or within 60 days thereof; and (c)

86,188 performance restricted shares which were subject

to forfeiture and reacquisition in the event that

performance criteria were not met. Amounts do not

include stock options with respect to 87,775 common

shares that were not exercisable within 60 days of March 9,

2026.

(20) Amounts in columns (A) and (B) reflect, on March 9, 2026,

(a) 428,378 common shares owned directly by Mr. Rajeh

(including 57,887 restricted shares, which were subject to

vesting based solely on continued employment); (b) 40,600

common shares indirectly owned by a limited liability

company of which Mr. Rajeh is the managing member; (c)

stock options with respect to 305,308 common shares that

were exercisable on that date or within 60 days thereof;

and (d) 120,371 performance restricted shares which were

subject to forfeiture and reacquisition in the event that

performance criteria were not met. Amounts do not

include stock options with respect to 562,945 common

shares that were not exercisable within 60 days of March 9,

2026.

(21) Amounts in columns (A) and (B) reflect, on March 9, 2026

(a) 100,230 common shares owned directly by Ms. Todd

(including 18,239 restricted shares, which were subject to

vesting based solely on continued employment); (b) stock

options with respect to 81,697 common shares that were

exercisable on that date or within 60 days thereof; and (c)

69,653 performance restricted shares which were subject

to forfeiture and reacquisition in the event that

performance criteria were not met. Amounts do not

include stock options with respect to 62,685 common

shares that were not exercisable within 60 days of March 9,

2026.

(22) In addition to securities beneficially owned by the directors

and the NEOs reflected in the table, includes an aggregate

of 360,373 common shares which are beneficially owned

on March 9, 2026 by other executive officers, including

restricted shares which were subject to vesting based

solely on continued employment, common shares issuable

upon exercise of stock options that were exercisable on

that date or within 60 days thereof and performance

restricted shares which were subject to forfeiture and

reacquisition in the event that performance criteria were

not met.

34 | 2026 PROXY STATEMENT

Preferred Shares

The following table sets forth information available to us as of March 9, 2026, with respect to the ownership of our non-

cumulative preferred shares by (1) each director and NEO of Arch Capital who owns such shares and (2) all of the

directors and executive officers of Arch Capital as a group. Except as otherwise indicated, each person named below has

sole investment and voting power with respect to the securities shown. Our preferred shares are not convertible into

common shares, and the holders of the preferred shares do not have any voting rights (except under certain limited

circumstances). For a description of the terms of our preferred shares, please see note 21, “Shareholders’ Equity,” on

pages 168-170 of the notes accompanying our consolidated financial statements included in our 2025 Annual Report.

Name of Beneficial Owner	Preferred Shares — Number of Series F Preferred Shares Beneficially Owned	Percentage of Class Owned
Brian S. Posner	3,000	*
All directors and executive officers (17 persons)	3,000	*
	Number of Series G Preferred Shares Beneficially Owned	Percentage of Class Owned
Brian S. Posner	5,000	*
All directors and executive officers (17 persons)	5,000	*

• Denotes beneficial ownership of less than 1%

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more

than 10% of our common shares, to file with the SEC initial reports of beneficial ownership and reports of changes in

beneficial ownership of our equity securities. To our knowledge, based solely on a review of the copies of such reports

filed with the SEC and written representations from certain reporting persons, we believe that our directors and

executive officers, and greater than 10% shareholders, complied with the applicable reporting requirements of

Section 16(a) during the year ended December 31, 2025 , except that, due to an inadvertent error, one Form 4 on behalf

of each of Messrs. Gansberg and Petrillo for two transactions related to the withholding of shares to cover tax liabilities,

which were due on February 26 and 27, 2025, were filed late on February 28, 2025.

2026 PROXY STATEMENT | 35

COMPENSATION

ITEM 2—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE

OFFICER COMPENSATION

As required by Regulation 14A under the Exchange Act,

we are asking our shareholders to approve, on an

advisory basis, the compensation of the NEOs as

described in the “Compensation Discussion and Analysis”

and the “Executive Compensation Tables.”

In deciding how to vote on this proposal, the Board

encourages you to read the Compensation Discussion and

Analysis and Compensation Tables sections. We have

designed our compensation programs with the intention

of linking compensation and the Company’s business

performance and talent retention strategies as well as the

long-term interests of our shareholders. We have a “pay-

for-performance” philosophy that forms the foundation

of all decisions regarding compensation of our NEOs.

We are requesting shareholder approval of the

compensation of our NEOs as disclosed pursuant to the

compensation disclosure rules of the SEC, including the

“Compensation Discussion and Analysis,” the “Executive

Compensation Tables” and any related material disclosed

in this Proxy Statement. This vote is not intended to

address any one specific item of compensation, but

instead, the overall compensation of our NEOs and the

policies and practices described in this Proxy Statement.

Your vote is advisory and therefore it will not be binding

on the Company, the Compensation and Human Capital

Committee or the Board. However, the Board and the

Compensation and Human Capital Committee value the

views of our shareholders and the Compensation and

Human Capital Committee will take into account the

outcome of the advisory vote when considering executive

compensation. We have determined to include a

shareholder vote on the compensation of NEOs

(commonly known as a “say-on-pay” vote) in our Proxy

Statement annually until the next required vote on the

frequency of say-on-pay votes, which will be in 2029. The

next say-on-pay vote accordingly will be held at the 2027

annual general meeting.

Recommendation of the Board

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

Compensation Discussion and Analysis

The Compensation Discussion and Analysis section explains our compensation philosophy, summarizes our compensation

programs and reviews compensation decisions for the NEOs whose compensation information is presented in the tables

following this discussion in accordance with SEC rules. NEOs for 2025 were:

Name	Title
Nicolas Papadopoulo	Chief Executive Officer and Class III Director, Arch Capital
François Morin	Executive Vice President, Chief Financial Officer and Treasurer, Arch Capital
Maamoun Rajeh	President, Arch Capital
David E. Gansberg	President, Arch Capital
Christine Todd	Chief Investment Officer, Arch Capital

36 | 2026 PROXY STATEMENT

Executive Summary

Another Year of Outstanding Performance

In 2025, we delivered another year of strong financial

results and continued to execute our strategic agenda

with precision. Our ability to consistently generate

superior results drives shareholder value. The Company’s

long-term performance is reflected in the chart below

which summarizes Arch Capital’s cumulative total

shareholder return from December 31, 2001 to December

31, 2025. During this period, the price of Arch Capital’s

common shares appreciated at a compound annual rate

of 16.0%, compared with a compound annual rate of

return of 10.4% for the S&P 500 P&C Index and 9.8% for

the S&P 500 Index.

Total Shareholder Return

Common Share Performance

At December 31, 2025, the closing price of our common

shares was $95.92, up 3.9% in 2025 and up 15.8% on a

compounded annualized basis over the past 10 years.

While share valuations tend to fluctuate based on market

conditions, our primary metric of value creation is book

value per common share (“BVPS”) growth over time.

In addition, at December 31, 2025, our common share

price represented approximately 147% of our year-end

2025 BVPS, which remained healthy relative to our peers,

when taking into account our business mix. For the

industry, price-to-book value is viewed as an important

indicator of company performance by analysts and the

investment community .

2026 PROXY STATEMENT | 37

Our superior returns to shareholders reflect the exceptional financial results the Company has produced over five years

across most of our key drivers of value creation as illustrated in the table below. For more information on our

performance, see “2025 Performance at a Glance” below.

	1 Year Period	3 Year Period	5 Year Period
Annualized ROE	20.1 %	24.5 %	18.6 %
Annualized Operating Return on Average Common Equity (“Operating ROE”)*	17.1 %	19.6 %	15.4 %
Total book value return per share	22.6 %	99.6 %	114.8 %
Total tangible book value return per share*	24.6 %	102.6 %	115.5 %
Total shareholder return per share	3.9 %	60.7 %	179.7 %
* See “Annex B—Non-GAAP Financial Measures.”

Executive Compensation Program Links Executive Pay to Performance

Our executive compensation program directly links pay to

Company performance and aligns the interests of our

executives with those of our shareholders by tying

significant portions of their compensation to the

Company’s financial and share price performance.

Historically, we have received strong support from

shareholders regarding our executive compensation

program and, as a result, we have maintained the same

performance-based components for our executive pay

program used in previous years, as summarized in this

section.

The performance metrics used in our executive

compensation program are highly correlated with

shareholder value creation and aligned with the

Company’s strategy. Consistent with prior years, in

evaluating Company performance for our compensation

programs, we focus primarily on the following financial

measures:

■ Growth in book and tangible book value per share,

which creates long-term shareholder value.

■ ROE and Operating ROE, which are key indicators of the

efficient use of capital and producing an acceptable

return on that capital for our shareholders.

Further, a substantial portion of our NEOs’ compensation

is tied to our share price performance and returns earned

by shareholders. Equity incentives in the form of stock

options, restricted shares and performance share awards

account for approximately 68% of our CEO’s target

compensation and 54% of target compensation in the

case of our other NEOs. In addition, our TSR performance

relative to our industry peers is used as a modifier to

calculate the final payouts for performance share awards.

Our 2025 performance for the Company’s key financial

benchmarks is shown above under “Executive Summary—

Another Year of Exceptional Performance.” When making

compensation decisions, our Compensation and Human

Capital Committee considered this exceptional

performance, along with the substantial contributions

made by our NEOs to achieve this financial performance

and our strategic goals. An overview of these

achievements and resulting NEO compensation is

summarized below and further described in “2025

Compensation Decisions for NEOs” in the Compensation

Discussion and Analysis.

38 | 2026 PROXY STATEMENT

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

For the 2025 Annual Long-Term Incentive Awards

approved for our NEOs in March 2025, we continued to

award 55% of the target value in performance shares,

25% in stock options and 20% in restricted shares. These

awards strike an appropriate balance between

accomplishing sustained financial performance

objectives, aligning our executives’ interests with those of

our shareholders, promoting share price growth and

retaining the services of executives through three-year

vesting periods.

Shareholder Engagement and Results of Say-on-Pay Votes

At our 2025 annual general meeting of shareholders,

84.7% of the votes cast approved the Company’s

executive compensation program as described in the

2025 Proxy Statement. Although the level of support was

lower than our historical say-on-pay voting percentages,

we believe this result was likely due to the one-time

outperformance equity awards granted on an exceptional

basis in connection with our leadership transition in 2024.

Nonetheless, the Compensation and Human Capital

Committee believes this vote was still sufficiently strong

enough to indicate that shareholders generally support

our executive compensation program, which aligns with

shareholders’ interests to support long-term value

creation. We continue to engage with our shareholders

and have received positive feedback over the years on

our executive compensation program, including the

metrics used in our annual and long-term incentive plans

that align with Company strategy and shareholder value

creation. We remain committed to considering feedback

from our shareholders on our executive compensation

program and practices.

2026 PROXY STATEMENT | 39

Strong Link Between Pay and Performance

Our executive compensation programs are designed to

link pay and performance and to align the interests of our

executives with those of our shareholders by tying

significant portions of their compensation to the

Company’s financial performance and share price

performance.

We utilize a formulaic approach in our annual incentive

plan design for our Executive Leadership Team, including

our NEOs, and the majority of our long-term incentive

awards for senior executives (including NEOs) are granted

in the form of performance shares.

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

40 | 2026 PROXY STATEMENT

2025 Performance at a Glance

1 Excludes the effects of stock options, restricted and performance share units outstanding.

2 See “Annex B—Non-GAAP Financial Measures.”

3 A higher GAAP combined ratio, a measure of underwriting performance, indicates a lower underwriting margin.

Arch delivered record results in 2025, including $4.4

billion of net income available to Arch common

shareholders (“Net Income”) and $3.7 billion of after-tax

operating income. See “Annex B—Non-GAAP Financial

Measures ” for additional information on our non-GAAP

measures.

Strong contributions from all three of our underwriting

segments once again demonstrated the strength of the

Company’s diversified, global platform. In 2025, our

Reinsurance segment delivered a record $1.6 billion of

underwriting income, and our Insurance segment

contributed $375 million of underwriting income—a 27%

and 9% increase from 2024, respectively. Our Mortgage

2026 PROXY STATEMENT | 41

segment provided profitable diversification to our

property and casualty (“P&C”) operations—delivering at

least $1.0 billion of underwriting income for the fourth

consecutive year.

After several years of a sustained P&C hard market,

underwriting conditions softened in many lines in 2025.

Despite the more competitive underwriting environment,

we increased our gross premiums written by 6.4% and net

premiums written (“NPW”) by 4.7% from 2024.

Investable assets were $47.4 billion at the end of 2025, a

14% increase from the $41.4 billion at the end of 2024.

The “float” generated from premiums written over the

last several years led to $1.6 billion of net investment

income and an additional $504 million from equity

method investments. The size, strength and quality of our

investment portfolio should continue to provide a stable,

recurring earnings stream that enhances Arch’s overall

returns.

Underwriting quality remained excellent with a

consolidated combined ratio of 82.8% in 2025, a modest

30-basis point increase from 2024. This result ranked in

the 89th percentile of our Performance Peer Group (refer

to “How We Make Compensation Decisions” ). Compared

to our Performance Peer Group, our 2025 results

reflected strong underlying performance across most key

measures, with: (1) operating return on average common

equity at the 58th percentile, (2) net income return on

average common equity at the 80th percentile, and (3)

growth in tangible book value per share at the 60th

percentile. However, (4) TSR was at the 10th percentile

for the year. Refer to “Long-Term Performance”

discussion for additional information on our performance

results and see “Annex B—Non-GAAP Financial

Measures” for additional information on our non-GAAP

measures.

2025 Achievements

Our strong 2025 performance is due to our ability to

operate our business units according to our principles

with focus on efficiently executing Arch’s strategic plan.

Our Insurance segment increased NPW to approximately

$7.8 billion, up from $6.9 billion in 2024. The 2025 result

includes a full year of results from the U.S. Middle Market

Commercial and Entertainment division, which we

acquired from Allianz in 2024 (“MCE Acquisition”). NPW

by North America were 17.6% higher in 2025 than in

2024, primarily reflecting the impact of the MCE

Acquisition. Internationally, we increased writings

through our Bermuda platform and in continental Europe

as part of a targeted expansion. The combined ratio for

the segment was 95.2% for the year, compared to 94.8%

in 2024. This consistency demonstrated the resilience of

our portfolio and the effectiveness of our underwriting

and risk-selection processes, especially given the effect of

the California wildfires in the first quarter of 2025.

Our Reinsurance segment wrote $7.6 billion of NPW, a 2%

decrease from 2024. Despite significant catastrophe

activity early in the year, the team delivered excellent

underwriting performance with an 80.8% combined ratio,

a 240-basis point improvement from 2024. We continued

to expand our relevance as a global reinsurer by being a

trusted partner for cedants and distribution partners. Our

diversified portfolio, well-established relationships and

ability to provide creative solutions to challenging

problems remain core competitive advantages.

The Mortgage segment continues to perform well despite

ongoing affordability and mortgage interest rate

challenges throughout the housing industry. The segment

generated $1.0 billion of underwriting income and wrote

nearly $1.1 billion of NPW in 2025. Insurance in Force, a

key driver of mortgage earnings, was $484.6 billion at

December 31, 2025—a slight 3% decrease from 2024 as

new mortgage originations remain constrained. Credit

quality remained excellent, and the percentage of insured

(U.S.) mortgage loans in default was 2.17% at the end of

2025—consistent with the historic lows of the last several

years.

BVPS , our long-time preferred measure of value creation,

ended 2025 at $65.11, an impressive 22.6% increase for

the year. We repurchased $1.9 billion of Arch common

shares in 2025. We strongly believe ACGL stock is a good

long-term investment, and share buybacks represent an

efficient way to return excess capital to our shareholders

over time.

Long-Term Performance

We believe the Company’s performance is best measured

over the long term. The following charts highlight certain

of our key metrics for evaluating financial performance,

which are considered in our compensation decisions. In

evaluating the performance of the Company in

connection with our compensation programs, we focus

primarily on two main benchmarks: growth in (tangible)

book value per share, which creates long-term

shareholder value, and (operating) ROE, which drives

book value growth and are key indicators of the efficient

use of capital.

42 | 2026 PROXY STATEMENT

Book Value and Tangible Book Value per Common Share

BVPS: Since our recapitalization in 2001, we have

delivered strong results to our shareholders as our BVPS

has grown by 3,107% from $2.03 at December 31, 2001,

to $65.11 at December 31, 2025. Shareholders who

invested in our recapitalization and continue to hold their

common shares have seen the book value of their shares

increase by 15.9% per year on a compounded basis,

including the $1.9 billion Special Dividend paid in 2024.

The price of the shares increased 5,113% to $95.92 from

$1.84, an increase by 17.7% per year on a compounded

basis.

TBVPS: Growth in this measure, which excludes goodwill

and intangible assets, is indicative of our underlying

results and is a strong indicator of growth in shareholder

value for a P&C insurer and reinsurer and a common

financial performance measure for companies in our

industry. As such, Arch Capital focuses the long-term

component of its executive compensation program on

building TBVPS over time.

Our growth in BVPS and TBVPS is aligned with the trading

performance of our common shares (refer to “Common

Share Performance”).

Growth in Book Value per Common Share + Accumulated Common Dividends

† Annualized growth rate from December 31, 2001 to December 31, 2025 including all accumulated special cash dividends

paid to common shareholders. Excludes the effects of stock options, restricted and performance share units outstanding.

2026 PROXY STATEMENT | 43

Return on Equity

Our ROEs for 2025 reflected strong underwriting

performance and growth in investment income, while

reflecting competitive market conditions in the P&C

industry. ROEs for the 2023 to 2025 years have

outperformed the 10-year average ROEs.

ROE and Operating ROE 1

1 See “Annex B—Non-GAAP Financial Measures.”

Executive Compensation Philosophy

We are a leading, Bermuda-based specialty insurer and

reinsurer with a global presence. Our job as an insurer is

to understand and price risk and, in doing so, to generate

superior risk-adjusted returns from the insurance and

reinsurance coverages we write. Accordingly, it is critical

that we recruit, retain and motivate the best talent in the

global marketplace. Over time, and in light of our

business strategy, we have sought to develop a

compensation philosophy that both supports and is

consistent with our risk-management practices and that

helps to ensure that our compensation programs align

our executives and employees with the long-term

interests of our shareholders. Our compensation

philosophy seeks to reinforce and reward long-term value

creation by motivating our NEOs through pay practices

based substantially on the overall success of the

Company. To achieve these goals, our executive

compensation programs have been designed to

incentivize our leaders to create long-term value for our

shareholders. We use the combination of fixed and

variable compensation in the executive compensation

program. The variable compensation is performance-

based and consists of short-term annual cash incentive

bonuses and long-term incentive share-based awards,

while the fixed component of the compensation is

designed to reflect the significant levels of our NEOs’

experience, duties and scope of responsibility in leading

the Company’s underwriting and operating activities as

well as to assist in executive retention.

44 | 2026 PROXY STATEMENT

The design of our compensation program is guided by

four core principles:

■ Link Pay with Performance: The majority of our pay

for executives is at-risk and performance-based with

metrics aligned to the Company’s short-term and long-

term financial results, business strategy and

shareholder returns. Pay should have a clear

connection to each executive’s individual contribution

to increasing value for our shareholders.

■ Attract, Retain and Align: We maintain programs that

will attract and retain critical talent, drive future

growth and create strong shareholder alignment

within our executive population.

■ Support Culture: We support the Arch Capital culture

of entrepreneurship, teamwork, underwriting

discipline and commitment to the highest ethical

standards through pay and governance policies and

practices that align with shareholder interests.

■ Provide Market Competitive Pay: For each executive

position, we consider external benchmark market data

for base salary, annual target bonus levels and

annualized long-term incentive target grants as well as

total target pay opportunities. Based upon the

considerable range of unique facts and circumstances

pertaining to our executive talent, we may adjust pay

opportunities as appropriate to take into

consideration various factors such as consistent high

performance and value delivery to the Company,

retention, succession, successful tenure and other

factors.

Our compensation framework includes these key policies and practices:

What We Do

■ Structure the majority of pay as performance-based,

which is tied to rigorous financial, strategic and

relative shareholder return performance goals.

■ Align executive compensation with shareholder

returns.

■ Apply share ownership and holding guidelines.

■ Discourage inappropriate risk-taking that is

inconsistent with the long-term success of the

Company.

■ Require minimum vesting periods for equity awards.

■ Include clawback provisions for all incentive-based

compensation for executive officers.

■ Include double-trigger change in control provisions in

equity awards that are assumed by an acquirer.

■ Prohibit hedging of our shares and limit the number

and type of shares that can be pledged.

■ Set the exercise price of our stock options at or

above the closing share price on the grant date.

■ Maintain a completely independent Compensation

and Human Capital Committee that establishes our

compensation practices.

■ Engage an independent compensation consultant

that reports directly to the Compensation and

Human Capital Committee.

■ Utilize a peer group approved by our Compensation

and Human Capital Committee and Board to aid in

the benchmarking of compensation and to assess our

performance relative to similar companies.

■ Engage with our shareholders.

What We Don’t Do

■ No repricing or reducing the exercise price of stock

options.

■ No exchanging out-of-the money stock options for

cash or other property.

■ No tax gross-ups provided to executive officers.

■ No excise tax gross-up payments in connection with

change in control payments.

■ No guaranteed equity awards or bonuses for NEOs.

■ No excessive or unusual perquisites.

■ No uncapped short-term and long-term incentive

payouts.

■ No dividends paid on unvested/unearned restricted

and performance share awards.

Shareholder Engagement and

Results of Say-on-Pay Votes

At our 2025 annual general meeting of shareholders,

approximately 84.7% of the votes cast approved the

Company’s executive compensation program and the

resulting compensation described in the 2025 Proxy

Statement. Although the level of support was lower than

our historical say-on-pay voting percentages, we believe

this result was likely the result of the one-time

outperformance equity grants made in connection with

our leadership transition in 2024. No exceptional grants

were made to our NEOs in 2025. Historically, we have

received strong support from shareholders regarding our

executive compensation program and, as a result, we

have maintained the same performance-based

components for our executive pay program used in

2026 PROXY STATEMENT | 45

previous years, as summarized in this section.

In addition, we continue to engage our largest

institutional shareholders in discussions regarding our

executive compensation program and other governance

matters, including our sustainability program, as outlined

above (see “Proxy Summary” ). We remain committed to

listening to feedback from shareholders when designing,

reviewing and evaluating our compensation programs

and policies. The below table summarizes our Say-on-Pay

votes for the past five years.

Annual General Meeting	Actual Say-on-Pay Vote Results
2025	84.7%
2024	95.3%
2023	93.9%
2022	94.6%
2021	95.1%

How We Make Compensation

Decisions

Compensation and Human Capital Committee

Process

The Compensation and Human Capital Committee

reviews the performance of, and approves the

compensation paid to, the CEO and the other NEOs.

■ The CEO of Arch Capital assists in the performance

reviews of the NEOs other than himself and makes

recommendations to the Compensation and Human

Capital Committee on their base salary, annual

incentive and long-term share-based compensation.

The Compensation and Human Capital Committee

reviews, discusses and modifies these compensation

recommendations in connection with its approval of

the compensation for the NEOs.

■ The Compensation and Human Capital Committee

meets in executive sessions (without management

present) as necessary, particularly when making

determinations about base salary, annual incentive

and long-term equity compensation, or administering

any aspect of the compensation program for the CEO

of Arch Capital. Determinations about compensation

matters in respect of our NEOs are subject to

ratification by the Board.

■ To establish levels of base salary, annual incentives,

long-term incentives and benefits, the Compensation

and Human Capital Committee reviews extensive

historical competitive data, including information

compiled from annual reports on Form 10-K, proxy

statements and other publicly available information

for a representative sample of publicly-traded

insurers and reinsurers that we believe compete

directly with us for executive talent (the

“Compensation Peer Group”). Generally, peer

companies are of similar size and have similar

numbers of employees and product offerings as Arch

Capital.

Risk Management and Compensation Policies

In line with the Company’s requirements for managing

risks associated with the Company’s compensation

programs, the Compensation and Human Capital

Committee seeks to ensure our executive compensation

program does not encourage executives to take excessive

risks that are inconsistent with the long-term success of

the Company.

We emphasize long-term results both in our short-term

and long-term incentive programs. Under our short-term

incentive program, each underwriting year is measured

separately and results are calculated over a 10-year

development period. Our long-term incentive program

includes a substantial component of performance-based

compensation earned based on achieved performance

against preselected performance goals over a three-year

performance period.

Our compensation philosophy and governance features

are also complemented by the following policies: (i) a

clawback policy, (ii) a no hedging policy and (iii) share

ownership guidelines and share holding requirements

that are designed to align our compensation with long-

term shareholder interests. See “Additional

Compensation Policies and Practices” for further detail.

We believe our approach to the evaluation of

performance and the design of our compensation

programs assist in mitigating excessive risk-taking that

could harm our Company and believe there is no

excessive risk inherent in our programs.

Role of Compensation Consultant

The Compensation and Human Capital Committee has

sole authority to select, retain and terminate any

consultants or advisors used to provide independent

advice to it and evaluate executive compensation,

including sole authority to approve the fees and any other

retention terms for any such consultant or advisor. The

Compensation and Human Capital Committee has

engaged Pay Governance LLC (“Pay Governance”) as its

independent executive compensation consultant to assist

in establishing compensation policies and programs.

During 2025, Pay Governance:

46 | 2026 PROXY STATEMENT

■ R eviewed and advised the Compensation and Human

Capital Committee on matters concerning

compensation of our CEO and our other NEOs.

■ Reported on all aspects of short-term and long-term

compensation program design, including incentive

mix.

■ Assessed the companies in the Compensation and

Performance Peer Groups for continued

appropriateness.

■ Reported on emerging trends and developments in

executive compensation and corporate governance.

■ Prepared formal presentations for the Compensation

and Human Capital Committee regarding executive

compensation.

■ Conducted compensation benchmarking analysis for

each of the Company’s senior executives.

■ Evaluated the competitiveness of and advised on

director compensation.

Pay Governance did not provide any other services to the

Company, and no fees were paid to Pay Governance

except fees related to their services to the Compensation

and Human Capital Committee. The Compensation and

Human Capital Committee believes that Pay Governance

is independent and no conflict of interest exists.

Competitors for Setting Pay and Comparing

Performance

For purposes of making compensation decisions and for

evaluating our financial performance relative to peers, we

used compensation and financial data derived from the

Compensation Peer Group listed below. We annually

review the companies in our Compensation Peer Group

with our independent compensation consultant. Prior to

the Compensation and Human Capital Committee making

2025 compensation decisions, the Compensation and

Human Capital Committee conducted a formal review of

the Compensation Peer Group, with assistance from Pay

Governance, resulting in a recommendation to add The

Allstate Corporation, whose asset size, market

capitalization and line of businesses are comparable to

Arch Capital. This resulted in a new peer group of 17

companies, which was approved by the Compensation

and Human Capital Committee.

The table below describes the multi-step filtering exercise

used in the Compensation Peer Group selection process:

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

The table below describes the four primary functions for

the Compensation Peer Group:

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

2026 PROXY STATEMENT | 47

The Compensation Peer Group approved in September

2024 and used for 2025 compensation decisions, which

places Arch Capital at the 67th percentile of revenue size

and 78th percentile of market capitalization, was

comprised of the following 17 companies:

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

The Compensation and Human Capital Committee utilizes

a separate peer group to measure relative TSR

performance in our performance share awards (the

“Performance Peer Group”). There is significant overlap

between the two peer groups, with 14 companies

included in both groups, but there are differences that

reflect the different purposes of the compensation and

performance peer groups. The Compensation Peer Group

is used primarily to benchmark our compensation against

companies that we compete with for talent, while the

Performance Peer Group is more focused on companies

that participate in similar lines of business and appear to

be valued similarly from a stock market perspective to

more closely measure our relative TSR performance. In

establishing the Performance Peer Group for 2025, the

Compensation and Human Capital Committee, with

assistance from Pay Governance, started with the 2024

Performance Peer Group and added American

International Group, Inc. and Chubb Limited, resulting in

the 20 companies listed below under “ Elements of

Compensation—Annual Long-Term Incentive Plan. ”

Elements of Compensation Program

We have three primary elements of total direct

compensation for our executive compensation program:

base salary, short-term cash incentive and long-term

incentive share-based awards, all of which are described

below. We also provide standard retirement and benefit

plans and limited perquisites customarily provided to

expatriates residing in Bermuda.

Base Salary

Base salary is fixed cash compensation and integral to any

employment arrangement. Base salary is reviewed

annually and adjusted when appropriate. Increases are

not automatic or guaranteed. The Compensation and

Human Capital Committee sets each NEO’s base salary

based on market data for the individual’s position and

geographic location as well as experience, duties and

scope of responsibility. From time to time, base salaries

may be adjusted to reflect promotions, increases in

responsibilities and competitive considerations.

Short-Term Annual Cash Incentive

For each executive participant, target annual cash

incentive award levels are established, stated as a

percentage of base salary. These levels are influenced by

external market data and adjusted as appropriate to take

into consideration various factors such as consistent high

performance and value delivery to the Company, internal

equity, retention and succession.

Short-term annual cash incentive award levels are

designed to provide formulaic payouts to our senior

executives and serve as a critical tool for rewarding the

achievement of annual corporate and individual goals.

Amounts are earned based on the attainment of

quantitative and qualitative strategic accomplishments

for the relevant year.

The table below sets forth the established target bonus

levels for our NEOs for 2025 :

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

48 | 2026 PROXY STATEMENT

Annual Cash Incentives Tied to Performance

At the beginning of each annual performance period, the

Compensation and Human Capital Committee approves

the financial performance metrics and reviews the

strategic goals that will be considered when determining

the ultimate amount of the performance-based annual

cash incentive awarded upon completion of the calendar

year, including establishing specific targets, thresholds

and maximums for each financial performance metric.

Performance below the threshold would result in no

payout related to the financial metrics. For 2025 , financial

performance metrics were given a weighting of 70% and

strategic goals were given a weighting of 30%.

The financial metrics are measured based on the financial

performance achieved by each of the segments ( i.e. ,

Insurance, Reinsurance and Mortgage (collectively the

“underwriting units”) as well as our investment unit)

under our existing incentive compensation formula plans.

Such plans typically base payouts on the achievement of

ROE targets, reflecting the rate of return we earn on our

capital, which supports our goal of growth in TBVPS, a

critical factor in the market value of our shares and, as a

result, the alignment of our executives’ compensation

with shareholder returns. At the beginning of each

underwriting year, the segment-level ROE scale, which

establishes the threshold, target and maximum

performance levels under the formula plans, is approved

by the Compensation and Human Capital Committee. The

threshold, target and maximum payout percentages as

well as the 2025 underwriting year for the segment-level

ROE scale are set forth in the following table :

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

Under the formula plans, for underwriting units, payouts

are determined based on the unit’s performance during

the current calendar year across all open underwriting

years (typically the last 10 years), evaluated against the

applicable ROE scale and target developed for each such

underwriting year and applied over its respective

development period (again, typically 10 years). For the

investment unit, awards are derived from the unit’s

performance as measured by our investment returns

compared to the applicable benchmark index over the

past one, three and five years.

Strategic goals are designed to incentivize participants to

achieve corporate objectives that cannot be measured by

financial metrics and are approved by the Compensation

and Human Capital Committee at the beginning of each

year. Performance against strategic goals is evaluated by

the Compensation and Human Capital Committee at the

conclusion of the calendar year. The strategic goals for

each of our NEOs for 2025 are discussed below under

“2025 Compensation Decisions for NEOs.”

Performance Criteria

The following performance criteria and weights apply for

corporate and unit executives.

■ Corporate executives include our CEO and CFO who

have a broad set of responsibilities across the entire

group and no specific underwriting unit profit and

loss responsibilities.

■ Unit executives have profit and loss responsibilities

for a specific underwriting unit. In 2025 , this group

included Messrs. Rajeh and Gansberg and Ms. Todd.

Corporate executives’ 70% financial performance metric

weighting is based on overall group performance, while

the financial performance weightings for Reinsurance,

Mortgage and Insurance executives is based 40% on the

results of the formula plan for the combined units and

30% on overall group performance, and for Investments

executives is based 50% on the results of the formula plan

for their respective unit and 20% on overall group

performance (for a total of 70% tied to financial results),

in order to further incentivize them to support overall

group objectives.

2026 PROXY STATEMENT | 49

The chart below summarizes the performance criteria structure:

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

1 An ROE equivalent for a given unit is inferred by determining the ROE that would be required under the current underwriting year’s ROE scale to

produce a payout multiple equal to the unit’s actual incentive compensation formula plan payout.

2 For the strategic criteria, payout percentages over 200% may only be used if the overall financial criteria payout percentage is 100% ( i.e. , target

level of performance) or higher. The overall maximum bonus payment cannot exceed 200% of the target amount.

50 | 2026 PROXY STATEMENT

2025 Year ROE Scale/Financial Goals/Payout Scale

Each year, in connection with setting the current year’s threshold, target and maximum ROE measures, the

Compensation and Human Capital Committee reviews prevailing financial and economic conditions and uncertainties, the

current interest rate environment and peer analysis. The Compensation and Human Capital Committee endeavors to set

target ROE measures that are rigorous and responsive to the continued challenging environment in the insurance,

reinsurance and mortgage industry and that deliver a pay-for-performance culture. For 2025 , the Compensation and

Human Capital Committee set the ROE target at 13.34% , down from 13.69% in 2024, due to fluctuation in risk-free

interest rate from which our ROE target is derived.

The two tables below show the payout scale at the threshold, target and maximum levels for each level of ROE financial

goal achievement required at the group and segment levels.

Range of Payouts as % of Target - Financial Goals - Group Level	Threshold	Target	Maximum
Payout as a % of Target 1	20%	100%	200%
Level of Goal Achievement Required	85%	100%	115%

Range of Payouts as % of Target - Financial Goals - Segment Level	Threshold	Target	Maximum
Payout as a % of Target 1	20%	100%	200%
Level of Goal Achievement Required	50%	100%	150%

1 Payout for performance achievement between stated levels is interpolated on a straight-line basis.

The table below shows the payout percentages at each performance rating for strategic performance criteria:

Strategic Performance Rating	Payout 1
Exceptional Year	250%
Very Strong Year	150%
Successful Year	100%
Mixed Year	50%
Unsuccessful Year	0%

1 For the strategic criteria (30% weighting), payout modifiers over 200% may only be used if the overall financial goals (70% weighting) achieve

the target level of performance or higher. Also, maximum payout as a percentage of target is capped at 200%.

See “2025 Compensation Decisions for NEOs” for details of annual short-term cash incentives paid to the NEOs and

discussion of the strategic goals.

2026 PROXY STATEMENT | 51

Annual Long-Term Incentive Plan

Overview

The Company grants long-term equity-based incentive

awards to link the compensation of our NEOs directly to

corporate performance over the long term and to align

the interests of executives to our shareholders. A majority

of the economic value for our NEO compensation is

granted in performance-based vehicles. The mix of long-

term awards granted under our annual Long-Term

Incentive Plan is approximately (i) 80% performance-

based, consisting of 55% performance shares and 25%

stock options and (ii) 20% time-based restricted shares.

The performance shares are subject to both service-based

and performance-based vesting conditions and directly

link pay with performance to create shareholder

alignment. The stock options also align executives’

interests with those of shareholders and focus on driving

share price . Time-based restricted shares promote direct

retention and shareholder alignment .

These awards make up a significant component of total

direct compensation, and we believe that the

combination of awards supports our pay-for-performance

philosophy by encouraging long-term performance and

shareholder value creation.

Long-term incentive award grants are generally made

annually at the beginning of each year, and the

performance shares have three-year overlapping

performance periods.

In addition, during the year, additional equity awards may

be granted for critical retention situations, newly hired

employees and special recognition. No exceptional grants

were made to our NEOs in 2025. The summary below

describes the vesting conditions and other relevant data

relating to the annual long-term equity program.

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

52 | 2026 PROXY STATEMENT

Starting in 2024, the financial metric against which we

measure Company performance under our performance

shares is based on growth in adjusted tangible book value

per common share (“ATBVPS”). ATBVPS is our TBVPS

excluding accumulated other comprehensive income

(loss) (“AOCI”), net of deferred income tax related to

AOCI, as presented on the Company’s balance sheet. We

believe that consistent ATBVPS growth over time is an

indication of effective and prudent use of capital,

resulting in the creation of shareholder value over time.

We also believe that performance in relation to our

Performance Peer Group is important in evaluating our

long-term performance. Accordingly, we have

incorporated a relative TSR modifier into the design of

our performance shares for several reasons, most

significantly due to its likely correlation to long-term

growth in ATBVPS and direct correlation with shareholder

returns over the performance period.

The table below lists the 2025 Performance Peer Group:

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

2025 Long-Term Incentive Awards

The Compensation and Human Capital Committee

endeavors to set rigorous goals for the performance

share awards. The awards granted in 2025 will pay out at

target if our ATBVPS grows at an 11% annual rate over the

three-year period. As noted above, the resulting vesting

level is secondarily modified by the relative TSR modifier.

Earned awards can increase by up to 25% if the

Company’s TSR over the three-year period ranks between

the 65th and 80th percentiles of the Performance Peer

Group, or decrease by up to 25% if the Company’s TSR

over the three-year period falls between the 20th and

35th percentile of the Performance Peer Group. Awards

are not modified if TSR performance is between the 35th

and 65th percentiles. The maximum number of shares

that can be earned is 200% of target.

The table below sets forth the threshold, target and

maximum performance levels for ATBVPS with respect to

performance shares granted in 2025:

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

2026 PROXY STATEMENT | 53

2025 Compensation Decisions for

Named Executive Officers

2025 Strategic Objectives

Nicolas Papadopoulo, Chief Executive Officer

The Compensation and Human Capital Committee reviewed

Mr. Papadopoulo’s progress towards the achievement of his

2025 strategic goals and final determinations were made in

February 2026. The resulting determination by the

Compensation and Human Capital Committee was that he

had performed extremely well with respect to his pre-

established strategic objectives in his first full year as CEO of

Arch Capital. His performance was translated to a 200%

payout factor. Key highlights included:

■ Successfully led the development and activation of a

refreshed multi-year strategy (“2030 Vision”) and

operating model.

■ Aligned the Senior Leadership team (top 150 leaders) to

Arch’s strategy and engaged them in learning new

leadership practices that will drive innovation.

■ Delivered strong financial results through disciplined

underwriting, cycle management and strong expense

control.

■ Further deepened succession planning quality across the

organization and implemented key succession plans

accordingly.

As Arch Capital’s CEO, Mr. Papadopoulo’s long tenure,

collaborative leadership style, and sound judgment provide

effective management, focus and stability to the

organization. Mr. Papadopoulo excelled in his first year as

CEO and is highly trusted by the Executive Leadership Team

and the Board. Refer to the “2025 Compensation Decisions

page for Mr. Papadopoulo.”

François Morin, Chief Financial Officer and Treasurer

The Compensation and Human Capital Committee reviewed

Mr. Morin’s progress towards the achievement of his 2025

strategic goals and final determinations were made in

February 2026. With respect to Mr. Morin’s pre-established

strategic objectives, the Compensation and Human Capital

Committee approved a 200% payout factor. Mr. Morin’s

objectives were based on strong financial management,

strategic initiatives and organizational leadership. Mr.

Morin played a key role in supporting Arch’s CEO, Mr.

Nicolas Papadopoulo, in his first full year as CEO, partnering

together to deepen external relations with shareholders,

identifying opportunities for growth, and helping to deliver

strong financial results for our shareholders. Mr. Morin

continued to execute Arch’s capital management strategy,

including $1.9 billion in share repurchases in 2025, and

continued a strong focus on expense management.

Strategic initiatives included implementing Phase 2 and

driving meaningful progress on Phase 3 of Arch’s multi-year

finance transformation to a single Enterprise Resource

Planning (“ERP”) solution for improved efficiency and

decision-making. He was also instrumental in the evolution

and implementation of the new Corporate Income Tax in

Bermuda, and in supporting rating agencies in their

knowledge of Arch. The company experienced several rating

agency upgrades last year. From an organizational

leadership standpoint, Mr. Morin leveraged Arch’s new

operating model process to gain approval for the creation of

a new Tax Center of Excellence for implementation in 2026.

Refer to the “2025 Compensation Decisions page for Mr.

Morin.”

Maamoun Rajeh, President

The Compensation and Human Capital Committee reviewed

Mr. Rajeh’s progress towards the achievement of his 2025

strategic goals and final determinations were made in

February 2026. With respect to Mr. Rajeh’s pre-established

strategic objectives, the Compensation and Human Capital

Committee approved a 200% payout factor. Mr. Rajeh’s

objectives were based on the Reinsurance and Mortgage

business’ development and profitability, strategic initiatives,

and organizational leadership. In his first full year as Arch

Capital President and leader of both the Reinsurance and

Mortgage businesses, the Reinsurance business generated

$11.1 billion in gross premium written, and the Mortgage

business generated $1.3 billion under Mr. Rajeh’s direction.

Strategic initiatives encompassed key leadership roles in

articulating and advancing Arch’s 2030 Vision and

developing and implementing Arch’s new operating model.

In assuming his expanded responsibilities for the Mortgage

business, Mr. Rajeh dedicated significant effort to

understanding and leading the Global Mortgage Group and

its leadership team. Mr. Rajeh restructured both businesses

to account for his broader accountability, providing

promotions and development opportunities for many key

leaders. Refer to the “2025 Compensation Decisions page

for Mr. Rajeh.”

David E. Gansberg, President

The Compensation and Human Capital Committee reviewed

Mr. Gansberg’s progress towards the achievement of his

2025 strategic goals and final determinations were made in

February 2026. With respect to Mr. Gansberg’s pre-

established strategic objectives, the Compensation and

Human Capital Committee approved a 180% payout factor.

Mr. Gansberg’s objectives were based on the Insurance

segment’s business growth and profitability, strategic

initiatives and organizational leadership. In 2025, net

premiums earned in the Insurance segment grew by over

17% year over year, under Mr. Gansberg’s direction in his

first full year as Arch Capital President. Strategic initiatives

included leadership roles in the implementation of stronger

expense management, the development of a new AI

54 | 2026 PROXY STATEMENT

governance model which is now in place, and the

solidification of Arch’s data strategy, maximizing the

businesses’ use of, and access to, Arch’s data. From an

organizational leadership standpoint, Mr. Gansberg traveled

extensively across the US and UK getting to know the

insurance leaders, employees and key brokers. He also built

new external relationships at key insurance industry

conferences. Refer to the “2025 Compensation Decisions

page for Mr. Gansberg.”

Christine Todd, Chief Investment Officer

The Compensation and Human Capital Committee reviewed

Ms. Todd’s progress towards the achievement of her 2025

strategic goals and final determinations were made in

February 2026. With respect to Ms. Todd’s pre-established

strategic objectives, the Compensation and Human Capital

Committee approved a 190% payout factor. Under Ms.

Todd’s leadership, Arch Capital’s public investment portfolio

performance exceeded that of its benchmark by 91 basis

points. Ms. Todd’s objectives were based on investment

results, strategic initiatives and organizational leadership.

Ms. Todd’s strategic initiatives included establishing a

systematic quantitative framework to enrich the investment

process, implementing consolidated analytics and data

capabilities, enhancing risk and performance analytics and

other operational projects. From an organizational

leadership standpoint, Ms. Todd invested in several

leadership development and team building programs. Refer

to the “2025 Compensation Decisions page for Ms. Todd.”

2025 Short-Term Annual Cash Incentive

Plan Payout

The group financial performance metrics represent the

weighted average results under the plan formula for the

Insurance, Reinsurance, Mortgage and Investment units

determined for 2025 . The level of goal achievement for the

group during 2025 for open underwriting years was 125.3%

of the target goal, exceeding the maximum Level of Goal

Achievement Required of 115.0% as indicated in “Elements

of Compensation Program—2025 Year ROE Scale/Financial

Goals/Payout Scale,” which resulted in a payout factor of

200.0% of target opportunity for the group financial goal

portion of the annual cash incentive award.

The level of goal achievement for the individual units under

the financial goal portion of the annual cash incentive

award for the open underwriting years was 127.0% , 147.4% ,

142.3% and 137.5% of target performance for the

Insurance, Reinsurance, Mortgage and Investment

segments, respectively, resulting in payout factors of

153.9% , 194.8% , 184.7% and 175.0% of target opportunity,

respectively.

The strategic performance results, which make up 30% of

the calculation, are highlighted in the following pages

covering each individual NEOs’ compensation.

2025 Long-Term Annual Incentive Plan Award

The Compensation and Human Capital Committee sets

award targets for long-term incentive compensation for our

NEOs based, in part, on Compensation Peer Group analysis

and extensive review of competitive benchmarking data.

For 2025 annual awards, the targeted values of the awards,

stated as a percentage of base salary, are summarized in

the table below:

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

(1) Long-Term incentive target was increased for Mr. Morin as discussed in

the “2025 Compensation Decisions page for Mr. Morin.”

2023-2025 Performance Shares Plan Payout

As stated above, the Company uses performance shares as

part of its Long‐Term Incentive Compensation Plan (“LTI

Plan”). Under the terms of the LTI Plan, the final number of

shares ultimately earned by the eligible executives is a

function of the absolute growth in the TBVPS of the

Company’s common shares over a three-year performance

period, supplemented by a TSR modifier.

The starting TBVPS for the 2023 grants was $ 25.85 , which

was adjusted for the impact of the Company’s Special

Dividend by $4.60 from $30.45 . At the end of 2025 , the

TBVPS grew to $61.71 , a 33.65% annualized increase over

the performance period, resulting in a payout percentage of

200% , based on TBVPS growth.

Based on Arch Capital’s TSR over the three‐year

performance period of 56.3% , which placed it in the 38.9th

percentile of our Performance Peer Group, the resulting TSR

multiplier was 100.0% .

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

Based on the two calculations above, the indicated final

payout was 200% for the performance shares granted in

2023 that vested on March 4, 2026 .

2026 PROXY STATEMENT | 55

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

56 | 2026 PROXY STATEMENT

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

2026 PROXY STATEMENT | 57

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

58 | 2026 PROXY STATEMENT

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

2026 PROXY STATEMENT | 59

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

60 | 2026 PROXY STATEMENT

2026 Long-Term Incentive Awards

In March 2026 , and as will be described in more detail in

the 2027 Proxy Statement, the Company made its annual

long-term incentive grants in the form of performance

shares, stock options and time-based restricted shares to

the NEOs, consistent with the Company’s annual long-

term awards made in prior years. Similar to the annual

cycle long-term incentive awards granted in 2025 and, as

described in “2025 Compensation Decisions for NEOs,”

the Company granted 55% in performance shares

(measured by economic value), 25% in stock options and

20% in time-based restricted shares in March 2026.

Beginning with the 2026 Long-Term Incentive Awards, the

maximum number of performance shares that can be

earned will be 250% of target.

The Compensation and Human Capital Committee sets

award targets for long-term incentive compensation for

our NEOs based, in part, on Compensation Peer Group

analysis, extensive review of competitive benchmarking

data and an evaluation of performance. As discussed in

“2025 Compensation Decisions for NEOs,” the

Compensation and Human Capital Committee increased

the long-term incentive target for Messrs. Papadopoulo

and Morin and Ms. Todd. For the 2026 annual cycle

grants, each of the NEOs received the following:

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

Additional Compensation Policies and Practices

Arch Capital’s compensation philosophy and related

governance features are complemented by its

compensation policies and practices designed to align our

compensation with long-term shareholder interests and

discourage excessive risk taking, including the following:

Clawback Policy

The Company has a clawback policy covering all executive

officers, including our CEO. This policy provides that, in

the event the Company is required to prepare an

accounting restatement due to material noncompliance

with any financial reporting requirement under the

securities laws, the Compensation and Human Capital

Committee will review all cash and equity incentive-based

compensation that was paid to current or former

executive officers during the three-year period preceding

the required restatement. If any such incentive-based

compensation would have been lower as a result of the

restated financial results, the Compensation and Human

Capital Committee would seek the reimbursement of the

incremental portion of the incentive-based compensation

in excess of the compensation that would have been paid

based on the restated financial results. This policy is to be

interpreted in accordance with the applicable rules of

Nasdaq (or any other securities exchange on which our

common shares are listed from time to time).

Equity Grant Procedures

The Compensation and Human Capital Committee

approves equity awards for our NEOs on or before the

date of grant, and it is the Compensation and Human

Capital Committee’s general practice to approve annual

equity awards in February of each year . On occasion,

equity awards may be granted outside of our annual

grant cycle for new hires, promotions, retention, or other

purposes. Generally, the date of grant for equity awarded

to our NEOs is during an open quarterly trading window

period under the Insider Trading Policy or when the

Company otherwise has no material non-public

information. T he Company does not permit the timed

disclosure of material non-public information for the

purpose of affecting the value of executive compensation .

Use of Company Aircraft

The Company owns aircraft to support its senior

executive officers’ efficiency in the performance of their

duties. Use of Company aircraft provides a secure and

efficient mode of travel for senior executive officers and

enables them to prioritize our business and use travel

time productively for the Company’s benefit. Pursuant to

Company policy, Company aircraft may be used for

business purposes by our CEO and any officer, employee

or guest specifically authorized by the CEO to use the

aircraft. Effective October 1, 2025, the Board approved,

as part of its policy, an annual allowance of $100,000 for

use of aircraft by the CEO for non-business travel, which

was pro-rated to $25,000 for 2025. On an infrequent

basis, our CEO may be accompanied by his spouse on the

aircraft and may use the aircraft for incidental non-

2026 PROXY STATEMENT | 61

business travel, provided that he reimburse the Company

for the aggregate incremental cost in excess of the

allowance, but in no event more than the maximum

amount permitted under FAA regulations.

Share Ownership Guidelines

In an effort to further align the interests of the Executive

Leadership Team with the interests of shareholders, the

Company has share ownership guidelines that require

these executives to maintain designated ownership levels

of Arch Capital common shares. Specifically, these

guidelines require common share ownership levels as

follows: (1) CEO of Arch Capital—six times base salary,

and (2) NEOs and other executives who file reports under

Section 16 of the Exchange Act—four times base salary.

Each executive has five years to comply with the

guidelines from the date of appointment or promotion to

the role. Unvested restricted shares and shares subject to

unvested restricted share units which, in either case, vest

solely based on time and continued employment, will be

counted toward the target ownership level. Unvested

performance restricted shares and shares subject to

unvested performance restricted share units will not be

counted toward the target ownership level. Shares

subject to stock options also do not count toward the

requirement.

All of our NEOs are in compliance with our share

ownership guidelines.

See also “Director Compensation—Matters Relating to

Director Share Ownership” for a description of share

ownership guidelines that require our non-employee

directors to maintain designated levels of ownership of

common shares of Arch Capital.

Share Holding Requirements for Executives

To ensure that each of our senior executives meets our

share ownership guidelines, the Company requires that

each senior executive retain 50% of the net profit shares

received from Company equity awards until the executive

meets target ownership levels. Net profit shares are the

shares remaining after payment of the exercise price of

an option and taxes owed on exercise of options, vesting

of restricted shares or vesting and payout under

restricted share units and performance shares. See also

“Director Compensation—Matters Relating to Director

Share Ownership” for a description of share retention

guidelines that require our non-employee directors to

maintain designated levels of ownership of common

shares of Arch Capital.

No Hedging Permitted

Under our Insider Trading Policy, our directors, officers

and employees are not permitted to engage in hedging

activities with respect to Arch Capital’s common shares or

any other publicly-traded equity or debt securities issued

by Arch Capital or any of its subsidiaries. Specifically, they

may not engage in short sales or in the purchases or sales

of financial instruments or derivatives, including puts and

calls, that hedge or offset any change in the market value

of our securities. In addition, our officers, directors and

other employees may not otherwise engage in

transactions that are designed to, or have, the same

effect.

Limits on Pledging

Our Insider Trading Policy also discourages the pledging

of our common shares as collateral for loans and includes

limitations as follows:

■ In no event may any executive officer or director of

the Company pledge an amount of common shares in

respect of a loan that exceeds the lesser of 30% of the

common shares beneficially owned by the individual

(as reported or would be reported in our Proxy

Statement) or 0.5% of the then outstanding common

shares of Arch Capital.

■ No insider (including executive officers and directors)

may purchase Company securities on margin or pledge

Company securities without the prior approval of the

General Counsel of Arch Capital Services LLC or his or

her designee.

Any securities pledged would not count toward satisfying

any required ownership level of securities under relevant

share retention guidelines.

No Excise Tax Gross-Ups

The Company does not provide excise tax gross-up

payments to any of its executives in connection with

change in control payments.

No Tax Gross-Ups

The Company does not include tax gross-up provisions in

employment agreements and does not provide tax gross-

ups to our executive officers.

62 | 2026 PROXY STATEMENT

Tax Considerations

Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as

amended (the “Code”), generally limits the deductible

amount of annual compensation paid to a “covered

employee” ( i.e., the chief executive officer, chief financial

officer and certain other current or former executive

officers) to no more than $1,000,000 each. Since Arch

Capital will not generally be subject to United States

income tax, any limitation on deductibility will not directly

apply to it. However, any applicable limitation would

apply to a United States subsidiary of Arch Capital if it

employs a covered employee. The Compensation and

Human Capital Committee believes that its primary

responsibility is to provide a compensation program that

will attract, retain and reward the executive talent

necessary to our success. Consequently, the

Compensation and Human Capital Committee recognizes

that the loss of a tax deduction could be necessary or

advisable in some circumstances due to the restrictions of

Section 162(m).

Report of the Compensation and Human

Capital Committee on the Compensation

Discussion and Analysis

The Compensation and Human Capital Committee

reviewed and discussed the “Compensation Discussion

and Analysis” section included in this Proxy Statement

with management. Based on such review and discussion,

the Compensation and Human Capital Committee

recommended to the Board that the “Compensation

Discussion and Analysis” section be included in the 2025

Annual Report and this Proxy Statement for filing with the

SEC.

COMPENSATION AND HUMAN CAPITAL COMMITTEE Moira Kilcoyne (Chair) Francis Ebong Daniel J. Houston Alexander Moczarski Brian S. Posner

2026 PROXY STATEMENT | 63

Executive Compensation Tables

The following tables, narrative and footnotes discuss the compensation of the (i) CEO, (ii) CFO and (iii) three other most

highly compensated executive officers during 2025 . These individuals are referred to as the NEOs.

2025 Summary Compensation Table

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

(1) The amount in the “Salary” column represents the base salary

earned by each of the NEOs in the applicable year.

(2) The amounts reported in the “Stock Awards” column represent the

aggregate grant date fair value of stock awards granted during each

of the years presented. The grant date fair value of a stock award is

determined pursuant to ASC Topic 718, using the assumptions set

forth in the notes accompanying our financial statements. See

note 22 , “Share-Based Compensation,” on pages 170-172 of the

notes accompanying our consolidated financial statements included

in our 2025 Annual Report. The amounts for 2025 include the grant

date fair value of the annual performance shares based upon the

probable outcome of the performance conditions as of the grant

date. Performance shares, which pay in shares of Arch Capital will

vest based upon growth in TBVPS over a three-year period. In

addition, the performance shares are subject to a TSR modifier. The

relative TSR modifier will reduce or increase the amount of shares

earned by 25% if TSR over the three-year performance period

relative to our Performance Peer Group falls outside of a defined

range. See “Elements of Compensation Program—2025 Long-Term

Incentive Plan” for more information about the relative TSR modifier.

Assuming the highest level of performance is achieved for the 2025

award, the grant date fair value of the performance shares would be

Mr. Papadopoulo— $8,129,101 ; Mr. Morin— $2,456,655 ; Mr. Rajeh

— $3,838,955 ; Mr. Gansberg— $3,838,955 ; and Ms. Todd

— $1,920,596 .

(3) The amounts reported in the “Option Awards” column represent the

aggregate grant date fair value of awards computed in accordance

with ASC Topic 718. We have computed the estimated grant date fair

values of share-based compensation related to stock options using

the Black-Scholes option valuation model (refer to “Elements of

Compensation Program—Long-Term Incentive Plan” ) having applied

the assumptions set forth in the notes accompanying our financial

statements. See note 22 , “Share-Based Compensation,” on pages

170-172 of the notes accompanying our consolidated financial

statements included in our 2025 Annual Report.

(4) The amounts reported in the “Non-Equity Incentive Plan

Compensation” column for 2025 reflect the amounts earned by each

NEO under the annual performance incentive plan for 2025 . For Mr.

Gansberg, the amount earned shown in the table was reduced by

$38,106 , as further described in Footnote 7 below.

64 | 2026 PROXY STATEMENT

(5) The table below describes the incremental cost to the Company of

other benefits provided to our NEOs, which are included in the “All

Other Compensation” column. The table below provides the details

of all other compensation required by SEC rules to be separately

quantified for 2025 .

Name	Housing Allowance (Bermuda) ($)	Retirement Plans ($)(a)	Social Insurance ($)(b)	Cash Payments Attribut- able to Special Dividend ($)(c)	Other ($)(d)
Nicolas Papadopoulo	231,997	157,750	1,906	321,700	30,444
François Morin	85,626	107,195	1,906	180,990	91,448
Maamoun Rajeh	211,075	121,695	1,906	196,310	162,040
David E. Gansberg	—	96,945	—	196,310	—
Christine Todd	178,608	107,195	1,906	137,635	140,921

(a) Represents contributions to our defined contribution plans and

also includes a payment of an amount equal to the pension and

matching contributions set forth in the non-qualified deferred

compensation plan which, due to applicable tax laws, was

made outside the plan.

(b) Represents employer payment of employee portion of

Bermuda social insurance.

(c) Represents the cash dividend payment in connection to the

vesting of restricted shares as a result of the Special Dividend.

(d) The amount for Mr. Papadopoulo represents life and long-term

disability insurance. The amounts for Messrs. Morin and Rajeh

and Ms. Todd represent an expatriate expense allowance for

employees situated in Bermuda and for life and long-term

disability insurance. In accordance with the description in

“Additional Compensation Policies and Practices—Use of

Company Aircraft,” during 2025, Mr. Papadopoulo used

Company aircraft for business travel and on occasion was

accompanied by his spouse, for which he reimbursed the

company. He also used his 2025 pro-rated allowance for non-

business travel, which is noted in the table below.

In addition , the “All Other Compensation” column also includes the

following other benefits, none of which individually exceeded the

greater of $25,000 or 10% of the total amount of these benefits for the

named executive officer.

	Nicolas Papadopoulo	François Morin	Maamoun Rajeh	David E. Gansberg	Christine Todd
Automobile Allowance	Y		Y		Y
Cell Allowance				Y
Club Dues	Y	Y	Y	Y	Y
Family Travel	Y	Y	Y		Y
Company Aircraft Non-Business Travel Allowance	Y
Fees for Children Schooling			Y
Tax Preparation Services		Y	Y		Y

(6) Mr. Morin elected to receive 20% of his 2024 approved short-term

incentive payment in the form of stock options under elections

provided by the Company for Bermuda-based employees. Pursuant

to that election, on March 4, 2025 Mr. Morin was awarded 14,788

stock options with a Black-Scholes value equal to $480,000. Such

stock options awarded are fully vested and will expire 10 years from

the date of grant. Mr. Morin also elected to receive 20% of his 2023

approved short-term incentive payment in the form of stock options

under elections provided by the Company for Bermuda-based

employees. Pursuant to that election, on February 27, 2024 Mr.

Morin was awarded 13,672 stock options with a Black-Scholes value

equal to $420,000. Such stock options awarded are fully vested and

will expire 10 years from the date of grant.

(7) For 2025, includes $43,699 for Mr. Gansberg received from a

company in which Arch has invested for serving on the board of

directors of that company at the request of Arch. Such amount was

paid in Euros and converted to U.S. dollars using the 2025 year-end

exchange rate of 1.17445 . Beginning in 2025, Mr. Gansberg, as

President of Arch, earns such fees on a net basis such that the after-

tax amount, $38,106 for 2025, was deducted from his 2025 “Non-

Equity Incentive Plan Compensation” payment in March 2026. For

the 2024 year, amounts include $26,923 for Mr. Papadopoulo and

$42,456 for Mr. Gansberg received for aforementioned 2024 director

fees. Such amounts were paid in Euros and converted to U.S. dollars

using the 2024 year-end exchange rate of 1.0355. For the 2023 year,

amounts include $43,081 Mr. Papadopoulo and $45,291 Mr.

Gansberg received for aforementioned 2023 director fees. Such

amounts were paid in Euros and converted to U.S. dollars using the

2023 year-end exchange rate of 1.10465.

(8) Mr. Rajeh elected to receive 20% of his 2023 approved short-term

incentive payment in the form of stock options under elections

provided by the Company for Bermuda-based employees. Pursuant

to that election, on February 27, 2024, Mr. Rajeh was awarded

13,565 stock options with a Black-Scholes value equal to $416,700.

Such stock options awarded are fully vested and will expire 10 years

from the date of grant.

(9) The 2023 and 2024 bonus payments for Mr. Gansberg represent

payments under the formula approach for prior underwriting years.

The 2024 bonus payment represents the final payout under the

formula approach.

(10) Ms . Todd elected to receive 10% of her 2025 approved short-term

incentive payment in the form of stock options under elections

provided by the Company for Bermuda-based employees. Pursuant

to that election, on March 3, 2026, Ms. Todd was awarded 6,305

stock options with a Black-Scholes value equal to $221,400. Such

stock options awarded are fully vested and will expire 10 years from

the date of grant.

2026 PROXY STATEMENT | 65

2025 Grants of Plan-Based Awards

The following table provides information concerning grants of share-based awards made to our NEOs in 2025 :

Name	Grant Date (1)	Board Approval Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(2) — Threshold	Target	Maximum	Estimated Future Payouts Under Equity Incentive Plan Awards ($)(3) — Threshold	Target	Maximum	Exercise or Base Price of Option Awards ($/ Sh)(5)	Grant Date Fair Value of Stock and Option Awards ($)(6)
Nicolas Papadopoulo	3/4/2025	2/27/2025				21,792	43,583	87,166		4,064,551
	3/4/2025	2/27/2025						15,848		1,455,956
	3/4/2025	2/27/2025						56,073	91.87	1,820,186
	NA		520,000	2,600,000	5,200,000
François Morin	3/4/2025	2/27/2025				6,586	13,171	26,342		1,228,327
	3/4/2025	2/27/2025						4,789		439,965
	3/4/2025	2/27/2025						16,945	91.87	550,052
	NA		240,000	1,200,000	2,400,000
Maamoun Rajeh	3/4/2025	2/27/2025				10,291	20,582	41,164		1,919,477
	3/4/2025	2/27/2025						7,484		687,555
	3/4/2025	2/27/2025						26,481	91.87	859,600
	NA		333,000	1,665,000	3,330,000
David E. Gansberg	3/4/2025	2/27/2025				10,291	20,582	41,164		1,919,477
	3/4/2025	2/27/2025						7,484		687,555
	3/4/2025	2/27/2025						26,481	91.87	859,600
	NA		333,000	1,665,000	3,330,000
Christine Todd (7)	3/4/2025	2/27/2025				5,149	10,297	20,594		960,298
	3/4/2025	2/27/2025						3,744		343,961
	3/4/2025	2/27/2025						13,248	91.87	430,043
	NA		240,000	1,200,000	2,400,000

(1) All share-based grants indicated above were awarded either under the

2022 Long-Term Incentive and Share Award Plan or the 2018 Long-

Term Incentive and Share Award Plan.

(2) The amounts represent the possible payouts under our short-term

annual cash incentive plan. The amount reported in the “Target”

column represents the annual target incentive bonus opportunity for

each executive. The amounts reported in the “Threshold” and

“Maximum” columns in the table represent the amounts determined

pursuant to the short-term annual cash incentive plan. Actual

payments under these awards were determined in February 2026 ,

were paid in March 2026 , and are included in the “Non-Equity

Incentive Plan Compensation” column of the “2025 Summary

Compensation Table.”

(3) The awards represent performance shares granted in March 2025 . The

amounts reported in the “Threshold,” “Target” and “Maximum”

columns represent the number of performance shares awarded

subject to performance vesting conditions. The performance period

for the awards is from January 1, 2025 to December 31, 2027. The

awards are subject to an additional time-vesting period through

March 4, 2028 and a relative TSR modifier. Refer to “Elements of

Compensation Program—2025 Long-Term Incentive Awards.” The

grant date fair value based on the probable outcome of the

performance conditions is also included in the “Stock Awards” column

of the “2025 Summary Compensation Table.”

(4) The awards represent restricted shares granted in March 2025. The

restricted shares will vest ratably over a three-year period.

(5) The awards represent stock options granted in March 2025. All of the

stock options reported in the table have a maximum term of 10 years

from the grant date and vest ratably over a three-year period. The

exercise price of stock options is the closing price of our common

shares on the respective grant date.

(6) The amounts shown in this column represent the grant date fair value

of the awards determined pursuant to ASC Topic 718, using the

assumptions set forth in the notes accompanying our financial

statements. See note 22 , “Share-Based Compensation,” on pages

170-172 of the notes accompanying our consolidated financial

statements included in our 2025 Annual Report. The grant date fair

value of the performance share awards was based upon the probable

outcome of the performance conditions as of the grant date.

(7) Ms . Todd elected to receive 10% of her approved cash bonus for 2025

in the form of stock options under an election provided by the

Company for Bermuda-based employees. On March 3, 2026, Ms. Todd

was awarded 6,305 stock options with a Black-Scholes value equal to

$221,400. The stock options are fully vested and will expire 10 years

from the date of grant. The Black-Scholes value of these stock options

is reflected in the “2025 Summary Compensation Table” in the “Non-

Equity Incentive Plan Compensation” column for 2025, but the options

had an intrinsic value of zero on the grant date.

66 | 2026 PROXY STATEMENT

Outstanding Equity Awards at 2025 Year-End

The following table provides information concerning unexercised options and stock that has not vested for each NEO

outstanding as of December 31, 2025 :

Name	Option Awards — Number of Securities Underlying Unexercised Options (#) Exercisable (1)	Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Option Exercise Price ($)		Option Expiration Date	Stock Awards — Number of Shares or Units of Stock That Have Not Vested (#)(4)	Market Value of Shares or Units of Stock That Have Not Vested ($)(5)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
Nicolas Papadopoulo	21,930	—		18.90	(3)	5/13/2026	118,883	11,403,257	130,298	12,498,184
	22,050	—		27.09	(3)	5/8/2027
	150,000	—		27.13	(3)	9/19/2027
	44,607	—		21.55	(3)	5/11/2028
	47,408	—		27.67	(3)	2/28/2029
	46,015	—		37.42	(3)	2/27/2030
	65,202	—		30.82	(3)	2/26/2031
	45,695	—		42.54	(3)	2/25/2032
	20,853	10,411		64.17	(3)	2/24/2033
	9,296	18,537		82.22	(3)	2/27/2034
	—	562,867	(2)	161.24		11/19/2034
	—	56,073		91.87		3/4/2035
François Morin	11,010	—		27.09	(3)	5/8/2027	52,369	5,023,235	49,548	4,752,644
	31,224	—		21.55	(3)	5/11/2028
	27,534	—		24.13	(3)	7/24/2028
	39,507	—		27.67	(3)	2/28/2029
	38,346	—		37.42	(3)	2/27/2030
	38,309	—		37.42	(3)	2/27/2030
	36,676	—		30.82	(3)	2/26/2031
	25,703	—		42.54	(3)	2/25/2032
	34,698	—		42.54	(3)	2/25/2032
	7,765	—		64.17	(3)	2/24/2033
	12,256	6,119		64.17	(3)	2/24/2033
	5,001	9,974		82.22	(3)	2/27/2034
	13,672	—		82.22	(3)	2/27/2034
	—	52,441	(2)	161.24		11/19/2034
	—	16,945		91.87		3/4/2035
	14,788	—		91.87		3/4/2035
Maamoun Rajeh	15,930	—		27.09	(3)	5/8/2027	85,765	8,226,579	73,324	7,033,238
	31,500	—		27.13	(3)	9/19/2027
	38,661	—		21.55	(3)	5/11/2028
	41,087	—		27.67	(3)	2/28/2029
	39,880	—		37.42	(3)	2/27/2030
	63,308	—		30.82	(3)	2/26/2031
	39,393	—		30.82	(3)	2/26/2031
	27,607	—		42.54	(3)	2/25/2032
	12,753	6,368		64.17	(3)	2/24/2033
	6,931	13,822		82.22	(3)	2/27/2034
	13,565	—		82.22	(3)	2/27/2034
	—	513,922	(2)	161.24		11/19/2034
	—	26,481		91.87		3/4/2035

2026 PROXY STATEMENT | 67

Name	Option Awards — Number of Securities Underlying Unexercised Options (#) Exercisable (1)	Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Option Exercise Price ($)		Option Expiration Date	Stock Awards — Number of Shares or Units of Stock That Have Not Vested (#)(4)	Market Value of Shares or Units of Stock That Have Not Vested ($)(5)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
David E. Gansberg	10,770	—		18.90	(3)	5/13/2026	85,765	8,226,579	73,324	7,033,238
	15,090	—		27.09	(3)	5/8/2027
	15,822	—		21.55	(3)	5/11/2028
	15,929	—		27.67	(3)	2/28/2029
	8,972	—		36.43	(3)	10/1/2029
	39,880	—		37.42	(3)	2/27/2030
	39,393	—		30.82	(3)	2/26/2031
	27,607	—		42.54	(3)	2/25/2032
	12,753	6,368		64.17	(3)	2/24/2033
	6,931	13,822		82.22	(3)	2/27/2034
	—	513,922	(2)	161.24		11/19/2034
	—	26,481		91.87		3/4/2035
Christine Todd	20,030	—		34.71	(3)	6/7/2031	43,384	4,161,393	42,286	4,056,073
	19,159	—		42.54	(3)	2/25/2032
	11,190	5,587		64.17	(3)	2/24/2033
	4,675	9,323		82.22	(3)	2/27/2034
	5,666	—		82.22	(3)	2/27/2034
	—	34,961	(2)	161.24		11/19/2034
	—	13,248		91.87		3/4/2035

(1) Each of the above stock options, except where noted in the table or

described in this footnote, vest in three equal annual installments

commencing on the first anniversary of the grant date. The awards

granted on October 1, 2019 to Mr. Gansberg, under which one-

third of such award vested on each of the first anniversary of the

grant date, February 28, 2021 and February 28, 2022. The 38,309

award to Mr. Morin on February 27, 2020, as part of his 2019 bonus

that he elected to receive in options; the 34,698 award to Mr.

Morin on February 25, 2022, as part of his 2021 bonus that he

elected to receive in options; the 7,765 award to Mr. Morin on

February 24, 2023, as part of his 2022 bonus that he elected to

receive in options; the 13,672 award to Mr. Morin on February 27,

2024, as part of his 2023 bonus that he elected to receive in

options; the 14,788 award to Mr. Morin on March 4, 2025, as part

of his 2024 bonus that he elected to receive in options; the 63,308

award to Mr. Rajeh on February 26, 2021, as part of his 2020 bonus

that he elected to receive in options; the 13,565 award to Mr. Rajeh

on February 27, 2024, as part of his 2023 bonus that he elected to

receive in options; and the 5,666 award to Ms. Todd on February

27, 2024, as part of her 2023 bonus that she elected to receive in

options; all of which vested on the grant date. All of the options will

expire 10 years from the grant date, subject to the terms of the

award agreements.

(2) Each of the premium-priced stock options granted November 19,

2024 to Messrs. Papadopoulo, Morin, Rajeh and Gansberg and Ms.

Todd, will vest (subject to compliance with the NEOs’ obligations

under the award agreements) on the third anniversary of grant

date .

(3) On November 7, 2024, the Company announced that its Board

declared a Special Dividend of $5.00 per outstanding common

share payable on December 4, 2024 to common shareholders of

record on November 18, 2024. Pursuant to the terms of the

applicable equity agreements, to prevent the dilutive impact of the

Special Dividend, the exercise price of outstanding options on

November 18, 2024 was automatically adjusted by $5.00 which is

reflected in the above table.

(4) The above includes restricted share or unit awards which vest in

three equal annual installments commencing on the first

anniversary of the grant date or, in the case of the restricted shares

granted November 19, 2024 to Mr. Morin and Ms. Todd, which vest

in full on the third anniversary of the grant date. The above also

includes 2023 performance shares earned for the performance

period ended on December 31, 2025, that vested on March 4, 2026,

as discussed in “2025 Compensation Decisions for NEOs—

2023-2025 Performance Shares Plan Payout.”

(5) Market value of the restricted share or unit awards and the 2023

performance shares earned is based on the closing price of our

common shares on December 31, 2025 , which was $95.92.

Additionally, for those restricted shares with a grant date of

November 18, 2024 or earlier, a corresponding $5.00 cash dividend

will be paid as a result of the Special Dividend. See Footnote 5 of

the “2025 Summary Compensation Table” for a summary of the

cash dividends paid in 2025 in connection to the vesting of

restricted shares.

(6) Reflects performance shares at the maximum performance that

were granted in 2024 and 2025, which have a performance period

of January 1, 2024 through December 31, 2026 and January 1, 2025

through December 31, 2027, respectively.

68 | 2026 PROXY STATEMENT

2025 Option Exercises and Stock Vested

The following table provides information concerning each exercise of stock options and each vesting of stock during 2025

for the NEOs:

Name	Option Awards — Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Stock Awards — Number of Shares Acquired on Vesting (#)(1)	Value Realized on Vesting ($)
Nicolas Papadopoulo	9,213	706,130	88,136	8,069,331
François Morin	12,630	955,869	36,198	3,319,105
Maamoun Rajeh	—	—	60,989	5,581,202
David E. Gansberg	—	—	60,989	5,581,202
Christine Todd	—	—	27,527	2,523,548

(1) Includes the 2022 Performance Shares that cliff-vested in 2025 with a performance factor of 200.0%.

2025 Non-Qualified Deferred Compensation

The Company maintains tax-qualified and non-qualified defined contribution plans but does not maintain any defined

benefit retirement or pension plans. The following table provides information with respect to our defined contribution

plans that provide for the deferral of compensation on a basis that is not tax-qualified:

Name	Executive Contributions in Last FY ($)(1)	Registrant Contributions in Last FY ($)(2)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)(3)
Nicolas Papadopoulo	—	—	—	—	—
François Morin	—	—	—	—	—
Maamoun Rajeh	—	—	—	—	—
David E. Gansberg	12,756	55,000	420,419	—	2,436,148
Christine Todd	—	—	—	—	—

(1) The amount deferred for Mr. Gansberg was also reported in the “2025 Summary Compensation Table” in the “Salary” column for 2025 .

(2) The contribution by the Company was also reported in the “2025 Summary Compensation Table” for 2025 in the “All Other Compensation”

column.

(3) Includes the following amount which we also included in the “2025 Summary Compensation Table” for 2025 and prior years for Mr. Gansberg

—$ 67,756 .

2026 PROXY STATEMENT | 69

The Company maintains an Executive Supplemental Non-

Qualified Savings and Retirement Plan. Under this plan,

participants may defer eligible base salary in excess of the

compensation limit imposed by the Internal Revenue

Code (“Excess Compensation”) (for 2025 , base salary in

excess of $350,000 ) and, with respect to the eligible

NEOs, the Company provides matching contributions on

these deferrals in amounts equal to 100% of the first 3%

of salary contributed to the plan and 50% of the next 3%

of salary contributed to the plan. The Company also

makes pension-like contributions on behalf of the eligible

NEOs in an amount equal to 10% of Excess Compensation.

In addition, the eligible NEOs may defer up to 100% of

annual bonus paid each year and these bonus deferral

contributions are not eligible for matching contributions

by the Company. Until distribution, the contributions and

any earnings are held in an irrevocable trust known as a

“rabbi trust” by an independent trustee, and the trust

assets remain subject to the Company’s creditors in the

event of insolvency or bankruptcy. The participants may

elect to have their contributions under the plan deemed

to be invested among certain permissible mutual fund

options. The plan provides that, as soon as practicable

following retirement, death or other termination of

employment, but subject to any delay required by the

Internal Revenue Code, all benefits under the plan will be

distributed either in a single lump sum in cash or, if

elected, in installments over a period not to exceed

10 years.

Section 457A of the Internal Revenue Code generally

prohibits U.S. taxpayers from deferring U.S. income tax on

compensation attributable to services performed for

certain Bermuda-based employers. As a result, certain

employees of Arch Capital and Arch Re Bermuda,

including Messrs. Papadopoulo, Morin, Rajeh and Ms.

Todd are not permitted to participate in the Executive

Supplemental Non-Qualified Savings and Retirement Plan.

In lieu of pension and matching contributions that would

otherwise be provided to these executives through the

non-qualified plan, we have provided comparable

benefits to them in the form of current cash payments,

subject to tax. Such cash payments have been included in

the “2025 Summary Compensation Table” in the “All

Other Compensation” column for 2025 , 2024 and 2023 .

70 | 2026 PROXY STATEMENT

Termination Scenarios—Potential Payments

The following table provides quantitative disclosures of the estimated payments and benefits that each NEO currently

serving as an executive officer would have been entitled to receive in the event of a separation from service with the

Company under the various circumstances presented and such termination was effective as of December 31, 2025 . Please

refer to the descriptions of our employment agreements and share-based award agreements, which outline these

potential payments and benefits (see “Employment Arrangements” ).

Name	Without Good Reason ($)(1)(2)	For Cause ($)	Death ($)	Disability ($)	Without Cause or For Good Reason (as applicable) ($)	Without Cause or For Good Reason (as applicable) following a Change in Control ($)
Nicolas Papadopoulo
Cash Severance (3)	—	—	—	—	9,100,000	9,100,000
Accelerated Vesting of Share-Based Awards (4)	—	—	16,225,466	16,225,466	—	16,225,466
Health & Welfare (5)	—	—	34,668	34,668	34,668	34,668
Total	—	—	16,260,134	16,260,134	9,134,668	25,360,134
François Morin
Cash Severance (6)	—	—	—	—	2,600,000	2,600,000
Accelerated Vesting of Share-Based Awards (4)	—	—	6,483,467	6,483,467	—	6,483,467
Health & Welfare (5)	—	—	34,388	34,388	34,388	34,388
Total	—	—	6,517,855	6,517,855	2,634,388	9,117,855
Maamoun Rajeh
Cash Severance (6)	—	—	—	—	3,397,500	3,397,500
Accelerated Vesting of Share-Based Awards (4)	—	—	10,872,925	10,872,925	—	10,872,925
Health & Welfare (5)	—	—	40,447	40,447	40,447	40,447
Total	—	—	10,913,372	10,913,372	3,437,947	14,310,872
David E. Gansberg
Cash Severance (7)	—	—	—	—	4,230,000	4,230,000
Accelerated Vesting of Share-Based Awards (4)	—	—	10,872,925	10,872,925	3,842,459	10,872,925
Health & Welfare (5)	—	—	37,111	37,111	37,111	37,111
Total	—	—	10,910,036	10,910,036	8,109,570	15,140,036
Christine Todd
Cash Severance (6)	—	—	—	—	2,600,000	2,600,000
Accelerated Vesting of Share-Based Awards (4)	—	—	5,346,990	5,346,990	—	5,346,990
Health & Welfare (5)	—	—	14,144	14,144	14,144	14,144
Total	—	—	5,361,135	5,361,135	2,614,144	7,961,135

(1) Messrs. Papadopoulo, Morin, Rajeh, and Ms. Todd are required to

provide six months’ advance notice if they resign employment

without good reason, and the Company may elect to place them

on “garden leave” during all or part of the notice period. In this

event, each of these individuals will (a) continue to receive base

salary and benefits through the garden leave period of up to six

months and (b) receive, following the end of the garden leave

period, a cash lump sum payment equal to one half of the sum of

(i) the “bonus amount” (which is the greater of each executive’s

annual target bonus or the average of the annual bonuses received

for the preceding three years) and (ii) a pro-rated portion of the

“bonus amount” through the date the notice of termination is

given. If the Company does not elect to place them on garden

leave and these individuals continue to work during the six-month

notice period, they will be entitled to receive the amounts set

forth in the preceding sentence pursuant to their respective

employment agreement. See “Employment Arrangements.” For a

termination date of December 31, 2025 , the total of these cash

amounts accruing from the notice date would have been $2.9

million for Mr. Papadopoulo, $2.0 million for Mr. Morin, $2.0

million for Mr. Rajeh and $1.6 million for Ms. Todd. In addition, if

the Company elects to extend their non-competition period for six

months after the end of a six-month garden leave period, Messrs.

Papadopoulo, Morin, Rajeh, and Ms. Todd will (a) continue to

receive base salary and medical benefits through the extended

non-competition period and (b) receive during the extended non-

competition period, payments in the aggregate equal to one half

of the sum of (i) the “bonus amount” and (ii) a pro-rated portion of

the “bonus amount” through the date of notice of termination. For

a termination date of December 31, 2024 and a six month

extension of the non-competition period, the total of these cash

amounts would have been $2.9 million for Mr. Papadopoulo, $2.0

2026 PROXY STATEMENT | 71

million for Mr. Morin, $2.0 million for Mr. Rajeh and $1.6 million

for Ms. Todd.

(2) Since Messrs. Papadopoulo, Morin and Rajeh are of retirement age

(as defined in our plans), any unvested restricted shares/units and

unvested stock options will continue to vest according to the

vesting schedule and, in the case of stock options, the options will

continue to have the full exercise period of 10 years from the date

of grant, so long as Messrs. Papadopoulo, Morin and Rajeh do not

engage in a competitive activity (as defined in the applicable award

agreements). In the event Messrs. Papadopoulo, Morin and Rajeh

engage in a competitive activity following retirement, unvested

awards will be forfeited and the exercise periods for vested

options would be reduced to 30 days following such competitive

activity.

(3) Under Mr. Papadopoulo’s employment agreement, in the event his

employment is terminated by the Company without cause or by

him for good reason, he would be entitled to (a) base salary

continuation for 24 months following termination (reduced by the

number of months, if any, he is on garden leave (during which he

would continue to receive base salary)), (b) two times his target

annual bonus and (c) a pro-rated portion of his target annual

bonus based on the period through the date of termination, less

any period he is on garden leave. The amounts above assume a

termination date of December 31, 2025 , a notice of termination

date of June 30, 2025 , and a six-month garden leave period

between the notice and termination dates.

(4) Represents the intrinsic value ( i.e. , the value based upon the

Company’s closing share price on December 31, 2025 , or in the

case of stock options, the excess of the closing price over the

exercise price) of accelerated vesting of unvested share-based

awards held by each executive as of December 31, 2025 , under the

various circumstances presented.

In the case of termination by the Company without cause or by Mr.

Gansberg for good reason, so long as such termination does not

occur within two years after a change in control and Mr. Gansberg

complies with the restrictive covenants set forth in his

employment agreement, unvested equity awards that were

granted after the date of his employment agreement and prior to

March 31, 2025 , and held by him for at least one year, would vest

upon termination, in the case of unvested time-vesting awards, in

full, and in the case of unvested performance awards, based upon

the lesser of (x) target performance, or (y) the actual level of

achievement of all relevant performance goals (measured as of the

latest date immediately preceding termination for which

performance can be determined).

(5) Represents the employer cost relating to the continuation of

health insurance coverage under the terms described in each

executive’s employment agreement for the various circumstances

presented.

(6) In the case of termination by the Company without cause or by

Messrs. Morin and Rajeh or Ms. Todd for good reason, each will be

entitled to receive (a) base salary continuation for six months

following termination (in addition to base salary received during

the six-month notice period) and (b) an amount equal to the sum

of the (i) the executive’s annual target bonus plus (ii) a pro-rated

portion of the annual target bonus through the date of notice, one

half of which amount shall be paid in a single lump sum on the

date that is 60 days following the date of termination and the

remaining half will be payable in equal monthly installments over

six months following the date of termination.

(7) In the case of termination by the Company without cause or by Mr.

Gansberg for good reason, he will be entitled to an amount equal

to the sum of his annual base salary, his target annual bonus and a

pro-rated portion of his target annual bonus for the year of

termination. The payments will be made in 12 equal monthly

installments following the date of termination.

72 | 2026 PROXY STATEMENT

Pay For Performance

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 about the relationship between

compensation actually paid (“CAP”) to the Company’s

principal executive officer (“PEO”) (also referred to as

CEO) and non-principal executive officer NEOs (“Non-PEO

NEOs”) and certain financial performance of the Company.

CAP, as determined under SEC requirements, does not

reflect the actual amount of compensation earned by or

paid to our executive officers during a covered year. For

further information on the Company’s variable pay-for-

performance philosophy and how the Company aligns

executive compensation with the Company’s

performance, refer to “Compensation—Compensation

Discussion and Analysis.”

Pay Versus Performance

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

(1) Represents compensation reported in the Summary Compensation

Table (“SCT”) for our CEO, Mr. Papadopoulo , who was appointed

effective October 13, 2024. Refer to “Compensation—Executive

Compensation Tables—Summary Compensation Table.”

(2) The dollar amounts reported represent the amount of CAP,

computed as required by Item 402(v) of Regulation S-K. The

computations do not reflect the actual amount of compensation

earned by or paid to Mr. Papadopoulo and Mr. Grandisson during

the applicable year. Refer to the “ PEO SCT Total to CAP

Reconciliation ” table below. The 2024 CAP was restated downward

due to a calculation correction incorporating the 2024 Special

Dividend.

(3) Represents compensation reported in the SCT for our former CEO,

Mr. Grandisson , who retired from the Company effective October

15, 2024.

(4) The dollar amounts reported represent the average compensation

of Non-PEO NEOs as a group as reported in the “Total” column of

the SCT. For 2021 to 2023, this includes Messrs. Morin,

Papadopoulo, Rajeh and Gansberg. For 2024 to 2025, this includes

Messrs. Morin, Rajeh and Gansberg and Ms. Todd. Refer to

“Compensation—Executive Compensation Tables—Summary

Compensation Table.”

(5) The dollar amounts reported represent the average amount of CAP

to the Company’s Non-PEO NEOs as a group, computed as required

by Item 402(v) of Regulation S-K. The computations do not reflect

the actual average amount of compensation earned by or paid to

the Non-PEO NEOs as a group during the applicable year. Refer to

the “ Average of Non-PEO NEO SCT Total to CAP Reconciliation ”

table below. The 2024 CAP was restated downward due to a

calculation correction incorporating the 2024 Special Dividend.

(6) Represents the Company’s cumulative TSR assuming reinvestment

of dividends for the measurement period beginning at market close

on December 31, 2020 , through the end of the applicable year.

(7) Represents the cumulative TSR assuming reinvestment of dividends

of the S&P 500 P&C Index for the measurement period beginning at

the market close on December 31, 2020 , through the end of the

applicable year.

(8) The dollar amounts reported represent the amount of Net Income

reflected in the Company’s audited financial statements for the

applicable year.

(9) Represents the Operating ROE as described in “Annex B—Non-

GAAP Financial Measures” for the applicable year.

2026 PROXY STATEMENT | 73

PEO SCT Total to CAP Reconciliation :

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

(a) The reported value of equity awards represents the total of the

amounts reported in the “Stock Awards” and “Option Awards”

columns in the Summary Compensation Table for the applicable

year.

(b) Refer to the “PEO Equity Award Adjustments” table below.

(c) Arch does not provide Pension Benefits to its PEO.

PEO Equity Award Adjustments:

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

(a) The valuation assumptions differ from those disclosed as of the

grant date of equity awards due to the fluctuation in the stock price

and the corresponding Black-Scholes and Monte Carlo value

simulations valued as of the corresponding dates in accordance

with Item 402(v) of Regulation S-K. In calculating the Black-Scholes

value of the option awards, the expected life input, based on the

original expected life established at grant date, as used for financial

reporting purposes, was adjusted downward in proportion to the

degree to which the options were in-the-money relative to their

exercise price and upward in proportion to the degree to which the

options were out-of-the-money relative to their exercise price, as

applicable. The reported year-end fair value of outstanding and

unvested equity awards reflects the adjustments and amounts

attributable to the Special Dividend, as applicable.

Average of Non-PEO NEO SCT Total to CAP Reconciliation :

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

(a) The average reported value of equity awards represents the

average of total of the amounts reported in the “Stock Awards” and

“Option Awards” columns in the Summary Compensation Table for

the applicable year.

(b) Refer to the “Average of Non-PEO NEO Equity Award Adjustments”

table below.

(c) Arch does not provide Pension Benefits to its Non-PEO NEOs.

Average of Non-PEO NEO Equity Award Adjustments:

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

(a) The average valuation assumptions differ from those disclosed as of

the grant date of equity awards due to the fluctuation in the stock

price and the corresponding Black-Scholes and Monte Carlo value

simulations valued as of the corresponding dates in accordance

with Item 402(v) of Regulation S-K. In calculating the Black-Scholes

value of the option awards, the expected life input, based on the

original expected life established at grant date, as used for financial

reporting purposes, was adjusted downward in proportion to the

degree to which the options were in-the-money relative to their

exercise price and upward in proportion to the degree to which the

options were out-of-the-money relative to their exercise price, as

applicable. The reported average year-end fair value of outstanding

and unvested equity awards reflects the adjustments and amounts

attributable to the Special Dividend, as applicable.

74 | 2026 PROXY STATEMENT

Most Important Measures to Determine 2025

CAP

The three items listed below represent the most

important metrics used to link CAP for our NEOs for 2025

to the Company’s performance, as further described in

“Compensation—Compensation Discussion and Analysis,”

in the section titled “Elements of Compensation Program”

sub-sections called “Short—Term Annual Cash Incentive”

and “Annual Long-Term Incentive Plan.”

■ Operating ROE.

■ Growth in TBVPS.

■ Relative TSR (the Company’s TSR as compared to a

performance peer group established by the

Compensation and Human Capital Committee).

Analysis of the Information Presented in the

Pay versus Performance Table

As described in more detail in the section “Compensation

—Compensation Discussion and Analysis,” the Company’s

executive compensation program reflects a variable pay-

for-performance philosophy. While the Company utilizes

several performance measures to align executive

compensation with Company performance, all of those

Company measures are not presented in the Pay Versus

Performance table. In accordance with Item 402(v) of

Regulation S-K, the Company is providing the following

descriptions of the relationships between information

presented in the Pay Versus Performance table.

CAP and Company Cumulative TSR

As demonstrated by the following graph, the amount of

CAP to Mr. Papadopoulo in 2025, Messrs. Papadopoulo

and Grandisson in 2024 and Mr. Grandisson in prior years

and the average amount of CAP to the Company’s NEOs as

a group (excluding the CEO(s)) for the applicable years,

strongly aligns with the Company’s cumulative TSR over

the five years presented in the table. The alignment is

because a significant portion of the CAP to Mr.

Papadopoulo in 2025, Messrs. Papadopoulo and

Grandisson in 2024 and Mr. Grandisson in prior years and

to the other NEOs is comprised of equity awards. As

described in more detail in the section “Compensation—

Compensation Discussion and Analysis,” the Company

targets that approximately 68% of the value of total

compensation awarded for Mr. Papadopoulo and 54% of

the value awarded for the other NEOs be comprised of

equity awards, including restricted shares, performance-

based restricted shares and stock options.

CAP vs. Cumulative TSR

CAP and Net Income

As demonstrated by the following graph, the amount of

CAP to Mr. Papadopoulo in 2025, Messrs. Papadopoulo

and Grandisson in 2024 and Mr. Grandisson in prior years

and the average amount of CAP to the Company’s other

NEOs as a group is generally aligned with the Company’s

Net Income for 2021 through 2025. Although Net Income

can vary from year to year due to the inherent volatility in

our business, CAP increased largely due to the fact that a

significant portion of compensation paid to Messrs.

Papadopoulo and Grandisson and to the Company’s NEOs

as a group (excluding the CEO(s) for the applicable year) is

comprised of equity awards, with TSR increasing by

179.7% over the five-year period. In 2025, CAP decreased

for Mr. Papadopoulo and the Average for Non-PEO NEOs

due to a decrease in equity awarded from 2024 associated

with the one-time outperformance award granted for the

CEO leadership transition. In 2022, the decrease in Net

Income was driven by significant volatility in the capital

markets and elevated catastrophic activity while Net

Income in 2023 benefited from a lower level of

catastrophe loss activity and the one-time impact of the

implementation of a Corporate Income Tax regime in

Bermuda. The Company does not utilize Net Income as a

performance measure in the overall executive

compensation program.

2026 PROXY STATEMENT | 75

CAP vs. Net Income

CAP and Operating ROE

As demonstrated by the following graph, the amount of

CAP to Mr. Papadopoulo in 2025, Messrs. Papadopoulo

and Grandisson in 2024, and Mr. Grandisson in prior

years, and the average amount of CAP to the Company’s

other NEOs as a group is generally aligned with the

Company’s growth in Operating ROE for the five years

presented in the table. CAP increased largely due to the

fact that a significant portion of compensation paid to Mr.

Papadopoulo in 2025, Messrs. Papadopoulo and

Grandisson in 2024 and Mr. Grandisson in prior years and

to the other NEOs as a group is comprised of equity

awards, with TSR increasing by 3.87% for the year. Returns

for 2025 reflected strong underwriting and investment

performance. The slightly lower 2025 Operating ROE was

primarily due to growth in shareholders’ equity from 2024

to 2025, while 2024 Operating ROE benefited from the

Special Dividend issued in December 2024.

While the Company uses numerous financial and non-

financial performance measures for the purpose of

evaluating performance for the Company’s compensation

programs, the Company has determined that Operating

ROE is the financial performance measure that, in the

Company’s assessment, represents the most important

performance measure (that is not otherwise required to

be disclosed in the table) used by the Company to link CAP

to the Company’s NEOs, for the most recently completed

year, to Company performance. The Company utilizes

Operating ROE when setting goals in the Company’s short-

term incentive compensation programs. Additionally,

growth in Operating ROE is reflected in TBVPS, which is

utilized in setting goals for the performance-based

restricted shares that are awarded to the Company’s

NEOs.

CAP vs. Operating ROE

Cumulative TSR of the Company and the Peer

Group

As demonstrated by the following graph, the Company’s

cumulative TSR over the five-year period presented in the

table was approximately 179.7%, while the cumulative

TSR of the peer group presented for this purpose, the S&P

500 P&C Index, was approximately 134.3% over the five

years presented in the table. For more information

regarding the Company’s performance and the companies

that the Compensation and Human Capital Committee

considers when determining compensation, refer to

“Compensation—Compensation Discussion and Analysis.”

Total Shareholder Return

76 | 2026 PROXY STATEMENT

Pay Ratio

In accordance with Item 402(u) of Regulation S-K, we

determined the ratio of the annual total compensation of

our CEO, Mr. Papadopoulo, relative to the median of the

annual total compensation of our employees. We

identified the median employee from among our global

employee population (excluding the CEO) as of December

31, 2025 . Our global employee population included all of

our full-time and part-time employees who were

employed on December 31, 2025 .

CEO Pay Ratio— 105 to 1

We determined each employee’s consistently applied

compensation measure, which was equal to the sum of

the following pay components:

■ 2025 base salary.

■ bonuses paid during 2025 .

■ variable incentive compensation paid during

2025 .

■ the fair value of all equity grants made during

2025 .

We annualized the 2025 base salary for full-time

employees who were not employed by us for all of 2025 .

Amounts paid in currencies other than U.S. dollars were

converted into U.S. dollars based on the applicable

exchange rate at December 31, 2025 .

Based on each employee’s consistently applied

compensation measure, we were able to identify the

median employee who was a full-time, permanent

employee based in the United States.

After identifying the median employee, we calculated the

median employee’s annual total compensation for 2025

using the same requirements applied to calculate our CEO

annual total compensation as set forth in the “2025

Summary Compensation Table,” and then added the

estimated value of the median employee’s health plan

benefits.

Based on the foregoing, the annual total compensation

calculated for the median employee for 2025 was

$132,527 . For purposes of the pay ratio rule, the annual

total compensation calculated for our CEO for 2025 , was

$13,840,692 , as set forth in the “2025 Summary

Compensation Table,” plus $35,332 , the estimated value

of our CEO’s health plan benefits, or $13,876,024 .

Accordingly, for 2025 , our CEO to median employee pay

ratio was 105 to 1 .

Employment Arrangements

Set forth below is a summary of the material terms of the

employment arrangements with each of the NEOs.

Nicolas Papadopoulo

Mr. Papadopoulo’s employment agreement provides for

an annual base salary and eligibility to participate in an

annual bonus plan with a target annual bonus and other

terms set by the Board. Mr. Papadopoulo’s current

annual base salary is $1,365,000 , and his target annual

bonus is 270% of his annual base salary. Mr. Papadopoulo

is entitled to participate in employee benefit programs

and other fringe benefits customarily provided to

similarly situated senior executives residing in Bermuda,

which include housing expenses and automobile

allowance.

Mr. Papadopoulo’s employment period under the

employment agreement will end on the first to occur of:

(a) the six-month anniversary of our providing notice of

termination without cause to him; (b) immediately upon

our providing notice of termination for cause to him; (c)

the six-month anniversary of Mr. Papadopoulo providing

notice of termination specifying his resignation with or

without good reason (as defined in the employment

agreement); (d) the fifth day following our providing

notice of termination to him as a result of his permanent

disability; and (e) the date of his death. The first of such

dates is referred to as the “date of termination.”

The agreement provides that if the employment of Mr.

Papadopoulo is terminated by us without cause or by him

for good reason, he will be entitled to receive his annual

base salary through the date of termination. He will also

receive (i) an amount equal to his base salary for the

excess of 24 months over the period, if any, of his garden

leave (as described below), payable over six months

following termination, (ii) an amount equal to the sum of

(x) two times his target annual bonus plus (y) a pro-rated

portion of his target annual bonus based on the number

of days elapsed in the calendar year through the date of

termination (less any period he is on garden leave), one

half of which sum will be paid on the date that is 60 days

following the date of termination and the remaining half

of which will be paid over six months following the date

of termination. Mr. Papadopoulo will also receive

employee benefits through the date of termination, and

his health insurance coverage benefits will continue for

up to 18 months after the date of termination. Mr.

Papadopoulo will be entitled to the amounts described

above (other than base salary and employee benefits

through the date of termination) only if he has delivered

2026 PROXY STATEMENT | 77

a general release of claims and he does not breach the

restrictive covenants set forth in the agreement.

If Mr. Papadopoulo’s employment is terminated as a

result of his resignation other than for good reason, he

will continue to receive base salary and employee

benefits through the date of termination, and we will

make a cash lump sum payment to him equal to one half

of the sum of (I) his “bonus amount” (which is the greater

of (i) his target annual bonus for the year during which

notice of termination is given, or (ii) the average of his

actual annual bonus for the three years immediately

preceding the year during which notice of termination is

given) and (II) a pro-rated portion of the bonus amount

based on the number of days elapsed in the calendar year

through the date notice of termination is given, which

payment will be made 60 days following termination.

If Mr. Papadopoulo’s employment is terminated by us for

cause, as a result of his permanent disability or upon his

death, Mr. Papadopoulo (or his beneficiaries or estate, in

the case of death) will continue to receive base salary and

employee benefits through the date of termination. In the

case of termination due to his permanent disability or

death, he and/or his dependents will also receive health

insurance coverage benefits for a period of up to 12

months after the date of termination.

Following any notice of termination, whether by us or Mr.

Papadopoulo, and until the date of termination, we may

direct, in our sole and exclusive discretion, that Mr.

Papadopoulo perform no duties and exercise no powers

or authorities in connection with his employment.

However, following any such direction, Mr. Papadopoulo

will continue to have a duty of loyalty to us as an

employee through the date of termination. This is

referred to as a “garden leave” period.

Mr. Papadopoulo has agreed that, during the

employment period and for the period of one year after

the date of termination, he will not compete with us.

However, if Mr. Papadopoulo’s termination of

employment occurs as a result of his resignation other

than for good reason, the non-competition period will

continue beyond the date of termination only if (i) we pay

Mr. Papadopoulo, for each day during which the non-

competition period so continues, an amount equal to

1/365 of the sum of (A) his annual base salary, plus (B)

the bonus amount (as defined above) and (C) a pro-rated

portion of his bonus amount based on the number of

days elapsed in the calendar year through the date notice

of termination is given and (ii) he continues to receive his

health insurance coverage for a period up to the end of

the non-competition period. Our obligation to make such

payments and provide such benefits is contingent on Mr.

Papadopoulo’s delivery of a general release of claims and

his compliance with the restrictive covenants. Mr.

Papadopoulo has also agreed not to solicit our employees

or customers for a period of one year following

termination. The lengths of the non-competition and

nonsolicitation periods will be reduced by any period that

Mr. Papadopoulo is on garden leave, as described above.

Maamoun Rajeh

Mr. Rajeh’s employment agreement provides for an

annual base salary and eligibility to participate in an

annual bonus plan with a target annual bonus and other

terms set by the Board. Mr. Rajeh’s current annual base

salary is $900,000 , and his target annual bonus is 185% of

his annual base salary. He is also entitled to participate in

employee benefits programs and other fringe benefits

customarily provided to similarly situated senior

executives residing in Bermuda, which includes housing

expenses and automobile allowance.

The employment period under Mr. Rajeh’s employment

agreement will end on the first to occur of: (a) the six-

month anniversary of our providing notice of termination

without cause; (b) immediately upon our providing notice

of termination for cause; (c) the six-month anniversary of

the Executive providing notice of termination specifying

his resignation with or without good reason (as defined in

the employment agreement); (d) the fifth day following

our providing notice of termination as a result of the

Executive’s permanent disability and (e) the date of the

Executive’s death. The first of such dates is referred to as

the “date of termination.”

The agreement provides that if the employment of Mr.

Rajeh is terminated by us without cause or by him for

good reason, he will be entitled to receive an amount

equal to his annual base salary through the six-month

anniversary of the date of termination. In that event, Mr.

Rajeh will also receive an amount equal to the sum of (i)

his target annual bonus plus (ii) a pro-rated portion of his

target annual bonus based on the number of days elapsed

in the calendar year through the date notice of

termination is given, one half of which will be paid on the

date that is 60 days following the date of termination and

the remaining half of which will be paid over six months

following the date of termination. Mr. Rajeh will also

receive employee benefits through the date of

termination, and his health insurance coverage benefits

will continue for up to six months after the date of

termination. Mr. Rajeh will be entitled to the amounts

described above (other than base salary and employee

benefits through the date of termination) only if he has

delivered a general release of claims and he does not

breach the restrictive covenants set forth in the

agreement.

78 | 2026 PROXY STATEMENT

If Mr. Rajeh’s employment is terminated as a result of his

resignation other than for good reason, he will continue

to receive base salary and employee benefits through the

date of termination, and we will make a cash lump sum

payment to him equal to one half of the sum of (I) his

“bonus amount” (which is the greater of (i) his target

annual bonus for the year during which notice of

termination is given or (ii) the average of his actual annual

bonus for the three years immediately preceding the year

during which notice of termination is given), and (II) a

pro-rated portion of the bonus amount based on the

number of days elapsed in the calendar year through the

date notice of termination is given, which payment will be

made 60 days following termination.

If Mr. Rajeh’s employment is terminated by us for cause,

as a result of his permanent disability or upon his death,

Mr. Rajeh (or his beneficiaries or estate, in the case of

death) will continue to receive base salary and employee

benefits through the date of termination. In the case of

termination due to his permanent disability or death, he

and/or his dependents will also receive health insurance

coverage benefits for a period of up to 12 months after

the date of termination.

Following any notice of termination, whether by us or Mr.

Rajeh, and until the date of termination, we may direct, in

our sole and exclusive discretion, that Mr. Rajeh perform

no duties and exercise no powers or authorities in

connection with his employment. However, following any

such direction, Mr. Rajeh will continue to have a duty of

loyalty to us as an employee through the date of

termination. This is referred to as a “garden leave”

period.

Mr. Rajeh has agreed that, during the employment period

and for the period of one year after the date of

termination, he will not compete with us. However, if Mr.

Rajeh’s termination of employment occurs as a result of

his resignation other than for good reason, the non-

competition period will continue beyond the date of

termination only if (i) we pay Mr. Rajeh, for each day

during which the non-competition period so continues, an

amount equal to 1/365 of the sum of (A) his annual base

salary, plus (B) the bonus amount (as defined above) and

(C) a pro-rated portion of his bonus amount based on the

number of days elapsed in the calendar year through the

date notice of termination is given and (ii) he continues to

receive his health insurance coverage for a period up to

the end of the non-competition period. Our obligation to

make such payments and provide such benefits is

contingent on Mr. Rajeh’s delivery of a general release of

claims and his compliance with the restrictive covenants.

Mr. Rajeh has also agreed not to solicit our employees or

customers for a period of one year following termination.

The lengths of the non-competition and nonsolicitation

periods will be reduced by any period that Mr. Rajeh is on

garden leave, as described above.

David E. Gansberg

Mr. Gansberg’s employment agreement provides for an

annual base salary and eligibility to participate in an

annual bonus plan with a target annual bonus and other

terms set by the Board. Mr. Gansberg’s current annual

base salary is $900,000 , and his target annual bonus is

185% of his annual base salary. He is also entitled to

participate in employee benefits programs and other

fringe benefits customarily provided to similarly situated

senior executives.

Mr. Gansberg will also be entitled to participate in the

Company’s share-based award plans, as determined by

our Board.

The employment period, as automatically extended, will

end on March 1, 2027 , and is subject to further automatic

extension for successive one-year periods following the

end of the term until either we or Mr. Gansberg provide

at least 90 days prior notice of non-extension. The

employment period may also be terminated prior to the

end of the term (as it may be extended) by Mr. Gansberg

for good reason (as defined in the agreement), by us for

any reason or due to Mr. Gansberg’s death or permanent

disability.

The agreement provides that if the employment of Mr.

Gansberg is terminated by us without cause (including

due to our providing notice of non-extension) or by him

for good reason, he will be entitled to the following: (A)

an amount equal to the sum of his annual base salary, his

target annual bonus and a pro-rated portion of his target

annual bonus for the year of termination, (B) payments

under the Company’s Incentive Compensation Plan in

accordance with the terms of the plan and (C) unvested

equity awards that have been granted after March 1,

2019 and prior to March 31, 2024 and held by Mr.

Gansberg for at least one year will vest upon termination,

(in the case of unvested performance awards, based upon

the lesser of (x) target performance, or (y) the actual level

of achievement of all relevant performance goals

(measured as of the latest date immediately preceding

termination for which performance can be determined)

except that the vesting of any such awards shall be

governed by the applicable award agreements in the

event such termination of employment occurs within two

years after a change in control or after attainment of

retirement age). Mr. Gansberg will be entitled to such

benefits only if he has fully complied with his restrictive

covenants and he has entered into a general release of

claims in favor of the Company. The payments referred to

in clause (A) above will be made in 12 equal monthly

2026 PROXY STATEMENT | 79

installments following the date of termination. Mr.

Gansberg’s health insurance coverage benefits will also

continue for up to 12 months after the date of such

termination.

Mr. Gansberg has agreed that, during the employment

period and for the period of one year after the date of

termination, he will not compete with us. However, if Mr.

Gansberg‘s termination of employment occurs as a result

of his resignation other than for good reason or pursuant

to his provision of notice of non-extension, the non-

competition period will continue beyond the date of

termination only if (i) we pay him, for each day during

which the non-competition period so continues, an

amount equal to 1/365 of the sum of (A) his annual base

salary, (B) the bonus amount (which is the greater of (I)

his target annual bonus for the year of termination, or (II)

the average of his actual annual bonus for the

immediately preceding three years) and (C) a pro-rated

portion of his bonus amount for the year of termination;

and (ii) he continues to receive his health insurance

coverage for a period up to the end of the non-

competition period. Our obligation to make such

payments and provide such benefits is contingent on his

delivery of a general release of claims and his compliance

with the restrictive covenants. Mr. Gansberg has also

agreed not to solicit our employees or customers for a

period of one year following termination.

François Morin and Christine Todd

The following summarizes our employment agreements

with Mr. Morin and Ms. Todd (collectively referred to as

the “Executives” or individually as the “Executive”).

Each of the employment agreements provides for annual

base salary and eligibility to participate in an annual

bonus plan with a target annual bonus and other terms

set by the Board. Mr. Morin’s current annual base salary

is $850,000 , and his target annual bonus is 175% of his

annual base salary. Ms. Todd’s current annual base salary

is $800,000 , and her target annual bonus is 150% of her

annual base salary. The Executives are also entitled to

participate in employee benefits programs and other

fringe benefits customarily provided to similarly situated

senior executives residing in Bermuda, which includes

housing expenses and automobile allowance.

The employment period under each of the employment

agreements will end on the first to occur of: (a) the six-

month anniversary of our providing notice of termination

without cause; (b) immediately upon our providing notice

of termination for cause; (c) the six-month anniversary of

the Executive providing notice of termination specifying

his or her resignation with or without good reason (as

defined in the employment agreement); (d) the fifth day

following our providing notice of termination as a result

of the Executive’s permanent disability and (e) the date of

the Executive’s death. The first of such dates is referred

to as the “date of termination.”

The agreements provide that if the employment of the

Executive is terminated by us without cause or by the

Executive for good reason, the Executive will be entitled

to receive an amount equal to the Executive’s annual

base salary through the six-month anniversary of the date

of termination. In that event, the Executive will also

receive an amount equal to the sum of (i) the Executive’s

target annual bonus plus (ii) a pro-rated portion of the

Executive’s target annual bonus based on the number of

days elapsed in the calendar year through the date notice

of termination is given, one half of which will be paid on

the date that is 60 days following the date of termination

and the remaining half of which will be paid over six

months following the date of termination. The Executive

will also receive employee benefits through the date of

termination, and his or her health insurance coverage

benefits will continue for up to six months after the date

of termination. The Executive will be entitled to the

amounts described above (other than base salary and

employee benefits through the date of termination) only

if the Executive has delivered a general release of claims

and he or she does not breach the restrictive covenants

set forth in the agreement.

If the Executive’s employment is terminated as a result of

his or her resignation other than for good reason, the

Executive will continue to receive base salary and

employee benefits through the date of termination, and

we will make a cash lump sum payment to him or her

equal to one half of the sum of (I) the Executive’s “bonus

amount” (which is the greater of (i) the Executive’s target

annual bonus for the year during which notice of

termination is given or (ii) the average of the Executive’s

actual annual bonus for the three years immediately

preceding the year during which notice of termination is

given), and (II) a pro-rated portion of the bonus amount

based on the number of days elapsed in the calendar year

through the date notice of termination is given, which

payment will be made 60 days following termination.

If the Executive’s employment is terminated by us for

cause, as a result of the Executive’s permanent disability

or upon the Executive’s death, the Executive (or his or her

beneficiaries or estate, in the case of death) will continue

to receive base salary and employee benefits through the

date of termination. In the case of termination due to the

Executive’s permanent disability or death, the Executive

and/or the Executive’s dependents will also receive

health insurance coverage benefits for a period of up to

12 months after the date of termination.

80 | 2026 PROXY STATEMENT

Following any notice of termination, whether by us or the

Executive, and until the date of termination, we may

direct, in our sole and exclusive discretion, that the

Executive perform no duties and exercise no powers or

authorities in connection with his or her employment.

However, following any such direction, the Executive will

continue to have a duty of loyalty to us as an employee

through the date of termination. This is referred to as a

“garden leave” period.

Each Executive has agreed that, during the employment

period and for the period of one year after the date of

termination, he or she will not compete with us.

However, if the Executive‘s termination of employment

occurs as a result of the Executive’s resignation other

than for good reason, the non-competition period will

continue beyond the date of termination only if (i) we pay

the Executive, for each day during which the non-

competition period so continues, an amount equal to

1/365 of the sum of (A) his or her annual base salary, plus

(B) the bonus amount (as defined above) and (C) a pro-

rated portion of his or her bonus amount based on the

number of days elapsed in the calendar year through the

date notice of termination is given and (ii) the Executive

continues to receive the Executive’s health insurance

coverage for a period up to the end of the non-

competition period. Our obligation to make such

payments and provide such benefits is contingent on the

Executive’s delivery of a general release of claims and his

or her compliance with the restrictive covenants. Each

Executive has also agreed not to solicit our employees or

customers for a period of one year following termination.

The lengths of the non-competition and nonsolicitation

periods will be reduced by any period that the Executive

is on garden leave, as described above.

2026 PROXY STATEMENT | 81

AUDIT MATTERS

Report of the Audit Committee of the Board

The Audit Committee assists the Board in monitoring

(1) the integrity of our financial statements, (2) the

qualifications and independence of the independent

registered public accounting firm, (3) the performance of

our internal audit function and independent registered

public accounting firm and (4) the compliance by the

Company with legal and regulatory requirements

applicable to financial statements and accounting and

financial reporting processes. The Audit Committee is

involved in the selection of the audit engagement partner

and also oversees the Board’s responsibilities relating to

the operational (including IT, business continuity and data

security) risk affairs of the Company.

It is not the responsibility of the Audit Committee to plan

or conduct audits or to determine that Arch Capital’s

financial statements are in all material respects complete

and accurate and in accordance with U.S. generally

accepted accounting principles (“GAAP”). The financial

statements are the responsibility of the Company’s

management. The Company’s independent public

registered accounting firm is responsible for expressing

an opinion on these financial statements based on their

audit. It is also not the responsibility of the Audit

Committee to assure compliance with laws and

regulations or with any codes or standards of conduct or

related policies adopted by Arch Capital from time to time

which seek to ensure that the business of Arch Capital is

conducted in an ethical and legal manner.

The Audit Committee has reviewed and discussed the

consolidated financial statements of Arch Capital and its

subsidiaries set forth in Item 8 of our 2025 Annual Report,

management’s annual assessment of the effectiveness of

Arch Capital’s internal control over financial reporting and

PricewaterhouseCoopers LLP’s opinion on the

effectiveness of internal control over financial reporting,

with management of Arch Capital and

PricewaterhouseCoopers LLP, independent registered

public accounting firm for Arch Capital.

The Audit Committee has discussed with

PricewaterhouseCoopers LLP the matters required to be

discussed by the applicable requirements of the Public

Company Accounting Oversight Board regarding

communications with the Audit Committee. The Audit

Committee has also received the written disclosures and

the letter from PricewaterhouseCoopers LLP required by

applicable requirements of the Public Company

Accounting Oversight Board regarding the independent

accountant’s communications with the Audit Committee

concerning independence, and has discussed with

PricewaterhouseCoopers LLP their independence.

Based on the review and discussions with management of

Arch Capital and PricewaterhouseCoopers LLP referred to

above, and other matters the Audit Committee deemed

relevant and appropriate, the Audit Committee has

recommended to the Board that Arch Capital publish the

consolidated financial statements of Arch Capital and its

subsidiaries for the year ended December 31, 2025 , in our

2025 Annual Report.

AUDIT COMMITTEE

Eileen Mallesch (Chair)

Francis Ebong

Laurie S. Goodman

Moira Kilcoyne

82 | 2026 PROXY STATEMENT

Principal Auditor Fees and Services

The following table summarizes professional services rendered to the Company and its majority-owned subsidiaries by

PricewaterhouseCoopers LLP for the years ended December 31, 2025 , and 2024 .

	Year Ended December 31, — 2025	2024	Description
Audit Fees	$ 11,710,721	$ 12,056,253	Includes fees for the integrated audit of our annual financial statements and internal control over financial reporting, review of our financial statements included in our quarterly reports on Form 10-Q and statutory audits for our insurance subsidiaries. Audit fees for the year ended December 31, 2025 decreased when compared to prior year primarily due to non-recurring work related to non-recurring transactions in the prior year.
Audit Related Fees	491,862	797,514	Includes fees for assurance and related services that are traditionally performed by independent accountants, including employee benefit plan audits, due diligence related to mergers and acquisitions, regulatory and compliance attestations and agreed-upon procedures not required by regulation. Audit related fees for the year ended December 31, 2025 decreased when compared to prior year primarily due to proactive assurance services related to a new system implementation that did not recur in 2025.
Tax Fees	1,611,742	1,420,833	Fees for tax services consists primarily of fees for tax compliance, tax advice and tax planning. Tax fees for the year ended December 31, 2025 increased when compared to prior year primarily due to services provided for various tax consulting projects.
All Other Fees	26,359	18,094	Fees for services that are not included in the above categories consisted primarily of software licenses and professional services rendered in connection with various consulting projects.
Total	$ 13,840,684	$ 14,292,694

The Audit Committee has considered whether the provision of these services is compatible with maintaining

PricewaterhouseCoopers LLP’s independence. The Audit Committee approves all audit and permissible non-audit services

performed for us by PricewaterhouseCoopers LLP, our independent registered public accounting firm. Prior to

engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the

Audit Committee requires the independent registered public accounting firm and management to report actual fees

compared to the budget periodically throughout the year by category of service. During the year, circumstances may arise

when it may become necessary to engage the independent registered public accounting firm for additional services not

contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before

engaging the independent registered public accounting firm. The Audit Committee delegates pre-approval authority to

the Chair of the Audit Committee or, in the event of the Chair’s unavailability, to one or more of its independent

members. To the extent applicable, the member to whom such authority is delegated reports, for informational purposes

only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

2026 PROXY STATEMENT | 83

ITEM 3—APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has the sole authority to appoint the independent registered public accounting firm.

As required by Bermuda law, the shareholders are required to appoint the Audit Committee’s selection of the

independent auditors. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm

since 1995. The Audit Committee of the Board and the Board believe that the retention of PricewaterhouseCoopers LLP

to serve as independent registered public accounting firm for the year ending December 31, 2026 , is in the best interests

of the Company and its shareholders. The Audit Committee of the Board proposes and recommends that the

shareholders appoint the firm of PricewaterhouseCoopers LLP to serve as independent registered public accounting firm

of Arch Capital for the year ending December 31, 2026 . Unless otherwise directed by the shareholders, proxies will be

voted for the appointment of PricewaterhouseCoopers LLP to audit our consolidated financial statements for the year

ending December 31, 2026 . A representative of PricewaterhouseCoopers LLP will attend the Annual Meeting and will

have an opportunity to make a statement and respond to appropriate questions.

Required Vote

The affirmative vote of a majority of the voting power of all of our issued and outstanding common shares represented by

shareholders present in person or by proxy at the Annual Meeting will be required for the appointment of

PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31,

2026 .

Recommendation of the Board

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

84 | 2026 PROXY STATEMENT

SUBSIDIARY DIRECTORS

Under our bye-law 75, the boards of directors of any of our subsidiaries that are incorporated in Bermuda, the Cayman

Islands and any other subsidiary designated by our Board, must consist of persons who have been elected by our

shareholders as designated company directors (“Designated Company Directors”).

ITEM 4—ELECTION OF SUBSIDIARY DIRECTORS

Nominees

The persons named below have been nominated to serve as Designated Company Directors of our non-U.S. subsidiaries

indicated below. Unless authority to vote for a nominee is withheld, the enclosed proxy will be voted for the nominee,

except that the persons designated as proxies reserve discretion to cast their votes for other persons in the unanticipated

event that the nominee is unable or declines to serve.

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

Brian Chen, 37 , is Senior Vice President of Credit Risk

Transfer and Services at Arch Re Bermuda. Mr. Chen

joined Arch in 2020 and leads Arch’s participation in GSE

CRT reinsurance deals as well as its underwriting services

platform to other reinsurers. Prior to joining Arch, Mr.

Chen worked in various capital markets roles at Fannie

Mae from 2011 to 2014 and from 2017 to 2020. Between

2014 and 2017, Mr. Chen worked in sell-side equity

research at Autonomous Research covering mortgage and

insurers, servicers and mortgage technology. Mr. Chen

holds a B.S. in Financial Mathematics from the University

of Virginia and is a CFA® Charterholder.

Crystal Doughty, 41 , is the Chief Underwriting Officer,

Property at Arch Re Bermuda, a role she has held since

August 2023. Prior to this, Ms. Doughty served as Senior

Underwriter and Third-Party Capital Portfolio Manager at

Arch Re Bermuda. She joined Arch Re Bermuda in January

2021, bringing with her varied experience from Markel,

where she held various positions since 2006. Her roles at

Markel included Senior Vice President Underwriting

Retro, Property International and North American

Reinsurance, Managing the New Point Sidecar and

Assistant Vice President Reserving Actuary for all lines of

business, including Casualty and Specialty, Marine, and

Property. Ms. Doughty holds an Honours B.Sc. in Actuarial

Science and Statistics from the University of Toronto and

is an Associate of the Casualty Actuarial Society.

Matthew Dragonetti, 56 , is President and Chief

Commercial Officer of Arch Re Ltd, a position he has held

since September 2023. Prior to that he held the role of

President and Head of Property from November 2017.

From 2012 to 2017, Mr. Dragonetti was the Head of

Worldwide Property. He joined Arch Re Bermuda in

November 2001 as a Senior Underwriter for U.S. Treaty

Property, ultimately becoming Head of U.S. Property in

1. Before joining Arch Re Bermuda, he served as Vice

President at Odyssey Re and prior to that, he was a Vice

President of Property Treaty for Terra Nova (Bermuda)

Holdings Ltd. from 1998 to 2000. He started his

reinsurance career at F&G Re as an Assistant Vice

President international property from 1995 to 1998. Mr.

Dragonetti has a B.S. in Economics from Pennsylvania

2026 PROXY STATEMENT | 85

State University and an MBA from Northeastern

University.

Seamus Fearon, 45 , serves as CEO, International

Mortgage Group of Arch Capital. Mr. Fearon joined Arch

Capital in September 2012 and previously served as the

Chief Actuary of the Global Mortgage Group. Prior to

joining Arch, Mr. Fearon was Associate Director and

Actuary for KPMG Dublin from 2008 to 2012. From 2003

to 2008, he was Pricing Actuary for Aviva General

Insurance Ltd. Mr. Fearon holds a B.Sc. in Actuarial

Mathematics from Dublin City University. He also

completed the Program for Leadership Development

from Harvard Business School.

Jerome Halgan, 52 , was appointed President and Chief

Underwriting Officer of Arch Reinsurance Group in March

2024 and has served as Chief Executive Officer of Arch Re

Bermuda since January 2018. Mr. Halgan joined Arch in

2009 as Senior Underwriter with Arch Re Bermuda before

being promoted to CUO in June 2012. He has held senior

roles of increasing responsibility throughout his tenure

including Chairman, President and CEO of Arch Re (U.S.).

Before Arch, Mr. Halgan worked for the Berkshire

Hathaway Reinsurance Group as a Vice President for eight

years and for Sorema N.A. Reinsurance Group for five

years with property underwriting and business analysis

responsibilities. Mr. Halgan earned an MBA from New

York University and an engineering degree from the École

Supérieure d’Électricité in France.

Chris Hovey, 59 , is Chief Operations Officer at Arch

Capital Services LLC. He was Executive Vice President and

Chief Information Officer. He joined Arch in 2014 and

served as Chief Operating Officer of Arch Mortgage

Insurance Company. Before Arch, Mr. Hovey was Chief

Operating Officer for PMI. He also served as Senior Vice

President of servicing operations and loss management

for PMI. Mr. Hovey holds a bachelor’s degree from San

Francisco State University and an MBA from Saint Mary’s

College.

François Morin, 58 , is Executive Vice President, CFO and

Treasurer of Arch Capital Group Ltd., a position he has

held since May 2018. Mr. Morin previously served as

Senior Vice President, Chief Risk Officer and Chief Actuary

of Arch Capital from 2015 until 2018. He joined Arch in

2011 as Chief Actuary and Deputy Chief Risk Officer.

Before Arch, Mr. Morin spent 21 years in various roles for

Towers Watson & Co. He holds a bachelor’s degree in

actuarial science from Université Laval in Canada. He is a

Fellow of the Casualty Actuarial Society, a Chartered

Financial Analyst, a Chartered Enterprise Risk Analyst and

a Member of the American Academy of Actuaries.

David J. Mulholland, 59 , has served as Senior Vice

President and Chief PM, Onshore Portfolios at AIM since

March 2022. Prior to March 2022, he served as Senior

Vice President and Chief Administrative Officer at AIM

from November 2011. Prior to that, he served as Vice

President at AIM, which he joined in January 2006. Prior

to that time, he spent 11 years at STW Fixed Income

Management where he held the title of Principal and

Portfolio Manager. From 1990 to 1994, he worked as a

money market and foreign exchange trader in the

treasury department of the Bank of Butterfield in

Bermuda. Mr. Mulholland holds a B.S. with a

concentration in finance from Boston University.

Chiara Nannini, 46 , has practiced law at Conyers since

2008, where she has been a director since 2017. Ms.

Nannini obtained a B.A. in Politics and Italian from the

University of Virginia in 2003 and received her law degree

from the London School of Economics and Political

Science in 2006. Since joining Conyers, Ms. Nannini was

based in Conyers’ São Paulo, Brazil office from 2010 to

2013.

Maamoun Rajeh, 55 , was named President, Arch Capital

Group Ltd., in November 2024. In this role, he oversees

Arch’s Global Reinsurance and Global Mortgage Groups.

Previously, Mr. Rajeh spent seven years as Chairman and

CEO of Arch’s Global Reinsurance Group. Mr. Rajeh joined

Arch Re Bermuda in 2001 as an underwriter and has held

senior roles of increasing responsibility throughout his

tenure. Before Arch, Mr. Rajeh served as Assistant Vice

President at HartRe, a subsidiary of The Hartford Financial

Services Group, Inc. and held various positions at the

United States Fidelity and Guarantee Company and F&G

Re. Mr. Rajeh serves on the board of directors of Somers

and Premia. He holds a bachelor’s degree from The

Wharton School of Business of the University of

Pennsylvania and he is a Chartered Property Casualty

Underwriter.

William Soares, 46 , is President of Arch Re Bermuda, a

position he has held since June 2025. Prior to such

position, Mr. Soares served as Chief Underwriting Officer,

Casualty and Specialty. He joined Arch Re Bermuda in

2006 as a Casualty Underwriter. Prior to joining Arch Re

Bermuda, he was an Assurance Manager in the

reinsurance department for Ernst & Young in Bermuda.

He graduated in 2002 with a B.A. in Economics from

Harvard University. Mr. Soares is a CFA® Charterholder

who holds the Chartered Property Casualty Underwriter

and Associate in Reinsurance designations.

Alan Tiernan, 40 , serves as Global Chief Actuary and

International Chief Operating Officer for Arch’s Global

Mortgage Group. Mr. Tiernan joined Arch Capital in

October 2014 as an Actuary in the Group Actuarial and

Risk team before becoming Chief Actuary of the Global

Mortgage Group in April 2020. Prior to joining Arch, Mr.

86 | 2026 PROXY STATEMENT

Tiernan held various actuarial pricing roles with Zurich

Insurance plc in Dublin from 2013-2014 and with Aviva

General Insurance Ltd. in Dublin from 2008-2012. Mr.

Tiernan holds a Bachelor’s Degree in Actuarial and

Financial Studies from University College Dublin and is a

Fellow of the Institute and Faculty of Actuaries in the U.K.,

the Casualty Actuarial Society in the U.S. and the Society

of Actuaries in Ireland.

Christine Todd, 59 , is Chief Investment Officer of Arch

Capital Group Ltd. and President of AIM where she is

responsible for setting the firm’s investment strategy and

managing the day-to-day operations of the investment

portfolio. Before joining Arch in 2021, Ms. Todd was Head

of Fixed Income, U.S., for Amundi US. She has also held

executive roles at Neighborly Investments, Standish

Mellon Asset Management Company LLC, and Gannett,

Welsh & Kotler. She is a Chartered Financial Analyst and

holds a bachelor’s degree from Georgetown University

and an MBA from Boston University.

Required Vote

The affirmative vote of a majority of the voting power of

all of our issued and outstanding common shares

represented by shareholders present in person or by

proxy at the Annual Meeting will be required for the

election of Designated Company Directors.

Recommendation of the Board

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

2026 PROXY STATEMENT | A-1

ANNEX A—GENERAL INFORMATION

Internet Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy

Materials for the Annual Meeting to be held on May 5,

2026 : Our Proxy Statement and our 2025 Annual Report

are available at proxyvote.com .

Notice and Access

We are furnishing proxy materials to our shareholders

primarily via the internet under the SEC’s “Notice and

Access” rules. On or about March 24, 2026 , we expect to

mail to our shareholders a Notice containing instructions

on how to access our proxy materials, including our Proxy

Statement and 2025 Annual Report. The Notice also will

instruct you on how to access and submit your proxy

through the internet, by phone or with your mobile

device. If you would like to receive printed proxy

materials, please follow the instructions on the Notice.

Electronic Access to Proxy Materials

This Proxy Statement and our 2025 Annual Report are

available at proxyvote.com or at the Company’s website,

archgroup.com . If you received paper copies of this year’s

Proxy Statement and Annual Report or our Notice by mail,

you can elect to receive an e-mail message in the future

that will provide a link to those documents on the

internet.

If you have already enrolled in the electronic access

service, you will continue to receive your proxy materials

by e-mail, unless and until you change your delivery

preference.

Registered and Beneficial Shareholders may enroll in the

electronic proxy and annual report access service for

future annual general meetings by registering at

proxyvote.com . If you vote via the internet, simply follow

the prompts that link you to that website.

Shareholders Entitled to Vote and Voting Standard

Our Board set March 9, 2026 as the Record

Date for the Annual Meeting. This means that

shareholders as of the close of business on that date are

entitled to receive the Notice of the Annual Meeting and

vote at the Annual Meeting and any and all

postponements or adjournments of the Annual Meeting.

On the Record Date, there were 356,272,841 common

shares issued and outstanding and entitled to vote,

subject to our bye-laws (described below). Each holder of

record of shares on the Record Date is entitled to cast

one vote per share, subject to the limitations described

below. Only holders of the Company’s common shares

may vote at the Annual Meeting. The Company’s issued

and outstanding preferred shares have no voting rights

(except in very limited circumstances, which do not

currently apply).

How to Vote

You are encouraged to vote in advance of the

Annual Meeting, even if you are planning to

attend.

You can use any of the following methods listed to vote.

Make sure you have your proxy card, Notice or voting

instruction form in hand and follow the instructions.

Registered Shareholders

Shareholders who hold their shares directly with our

stock registrar, Equiniti Trust Company, LLC, can vote any

one of several ways:

Via the Internet: Visit proxyvote.com and follow

the instructions on the website.

If you vote via the internet or by phone, your voting

instructions may be transmitted until 11:59 p.m. Eastern

Daylight Time on May 4, 2026 .

A-2 | 2026 PROXY STATEMENT

By Phone: Call 800-690-6903 and follow the voice

prompts.

By Mail: Sign, date and return the proxy card.

By QR Code: Scan the QR Code on your proxy card

or Notice to vote with your mobile device.

Attending the Meeting: Attend the Annual

Meeting, or send a personal representative with an

appropriate proxy, to vote by ballot at the meeting (see

below “Annual Meeting Attendance”).

Beneficial Shareholders

Shareholders who hold their shares beneficially through

an institutional holder of record such as a bank or broker

(sometimes referred to as holding shares “in street

name”), will receive voting instructions from that holder

of record. If you wish to vote at the Annual Meeting, you

must obtain a legal proxy from the holder of record of

your shares and present it at the meeting.

Quorum; Votes Required for Approval

The presence of two or more persons representing, in

person or by proxy, including proxies properly submitted

by mail, telephone or internet, at least a majority of the

voting power represented by the shares entitled to vote

at the Annual Meeting is necessary to constitute a

quorum. If a quorum is not present, the Annual Meeting

may be adjourned until a quorum is obtained. The

affirmative vote of a majority of the voting power held by

the shareholders present in person or by proxy at the

Annual Meeting will be required for approval of each of

the proposals, except for Item 1 as described below and

Item 2 which is advisory and does not have a required

vote.

With respect to Item 1, in any uncontested election of

directors, the affirmative vote of a majority of the votes

cast will be required to elect each director. In the event of

a director election in which the number of director

nominees exceeds the number of directors to be elected,

the directors will be elected by a plurality of the votes

cast for such directors. Our Corporate Governance

Guidelines provide that in an uncontested election, any

nominee for director who fails to receive a majority of the

votes cast in such election will be obligated to tender his

or her resignation to the Board, subject to acceptance by

the Board. The Nominating and Governance Committee

or other Committee designated by our Board will consider

any such resignation and make a recommendation to the

Board whether to accept or reject the resignation. The

Board would then be required to accept or reject the

resignation within 90 days following certification of the

election results, taking into account all relevant facts and

circumstances, and would publicly disclose its reasons if

the resignation is not accepted.

Abstentions and broker non-votes ( i.e ., shares held by a

broker which are represented at the meeting but with

respect to which such broker does not have discretionary

authority to vote on a particular proposal) will be counted

for purposes of determining whether or not a quorum

exists. Abstentions will not be considered in determining

the number of votes necessary for approval of Item 1 and

will be considered in determining the number of votes

necessary for approval of Items 3 and 4.

Several of our officers and directors will be present at the

Annual Meeting and available to respond to questions.

Our independent auditors are expected to be present at

the Annual Meeting and will have an opportunity to make

a statement if they desire to do so and are expected to be

available to respond to appropriate questions.

Effect of Your Proxy

Your proxy authorizes another person to vote your shares on your behalf at the Annual Meeting.

If your valid proxy is received by internet, telephone or

mail before the deadline, the persons designated as

proxies will vote your shares per your directions. We have

designated two of our officers as proxies for the 2026

Annual Meeting—Nicolas Papadopoulo and François

Morin.

Should any other matter not referred to in this Proxy

Statement properly come before the meeting, the

2026 PROXY STATEMENT | A-3

designated proxies will vote in their discretion. If any

director nominee should refuse or be unable to serve, an

event that is not anticipated, your shares will be voted for

the person designated by the Board to replace such

nominee or, alternatively, the Board may reduce the

number of directors on the Board.

Effect of Not Casting Your Vote

Registered Shareholders

When a valid proxy is received, but specific choices are

not indicated, the designated proxies will vote as

recommended by the Board.

Beneficial Shareholders

It is critical that you cast your vote if you want it to count

in the election of directors and most other items on the

agenda. Under applicable regulations, if you hold your

shares beneficially and do not instruct your bank, broker

or other holder of record on how to vote your shares, the

holder of record will only have discretion to vote your

uninstructed shares on the appointment of our

independent registered public accounting firm (Item 3).

The holder of record will not have discretion to vote your

uninstructed shares on the other proposals in this Proxy

Statement (Items 1, 2, and 4), resulting in “broker non-

votes” on those items.

Revoking Your Proxy or Changing Your Vote

You may change your vote at any time before the proxy is exercised.

Registered Shareholders

If you voted by mail, you may revoke your proxy at any

time before it is exercised by executing and delivering a

timely and valid later-dated proxy, by voting by ballot at

the meeting or by giving written notice to the Secretary. If

you voted via the internet or by phone, you may change

your vote with a timely and valid later internet or

telephone vote, or by voting by ballot at the meeting.

Attendance at the meeting will not have the effect of

revoking a proxy unless (1) you give proper written notice

of revocation to the Secretary before the proxy is

exercised, or (2) you vote by ballot at the meeting.

Beneficial Shareholders

Follow the specific directions provided by your bank,

broker or other holder of record to change or revoke any

voting instructions you have already provided.

Alternatively, you may vote your shares by ballot at the

meeting if you obtain a legal proxy from your holder of

record and present it at the meeting.

Annual Meeting Attendance

If you were a shareholder as of the Record Date, March 9, 2026 , you are invited to attend our

Annual Meeting.

Where: virtualshareholdermeeting.com/ACGL2026

To log in to the Annual Meeting as a shareholder, a

control number will be required. The control number can

be found on your proxy card, voting instruction form or

Notice to shareholders.

Submitting Questions in Advance: Any questions for

the Annual Meeting must be submitted in advance to

shareholderinfo@archgroup.com by 11:59 p.m. Eastern

Daylight Time on May 1, 2026 .

Date: Tuesday, May 5, 2026

Time: 12:00 p.m. local Bermuda time (11:00 a.m. Eastern

Daylight Time)

A-4 | 2026 PROXY STATEMENT

Limitation on Voting Under Our Bye-laws

Under our bye-laws, if the votes conferred by shares of

the Company, directly or indirectly or constructively

owned (within the meaning of Section 958 of the Internal

Revenue Code of 1986, as amended (the “Code”)), by any

U.S. person (as defined in Section 7701(a)(30) of the

Code) would otherwise represent more than 9.9% of the

voting power of all shares entitled to vote generally at an

election of directors, the votes conferred by such shares

on such U.S. person will be reduced, subject to certain

exceptions, by whatever amount is necessary so that after

any such reduction the votes conferred by the shares to

such person will constitute 9.9% of the total voting power

of all shares entitled to vote generally at an election of

directors. There may be circumstances in which the votes

conferred on a U.S. person are reduced to less than 9.9%

as a result of the operation of our bye-laws because of

shares that may be attributed to that person under the

Code. Notwithstanding the provisions of our bye-laws

described above, after having applied such provisions as

best as they consider reasonably practicable, the Board

may make such final adjustments to the aggregate

number of votes conferred by the shares on any U.S.

person that they consider fair and reasonable in all the

circumstances to ensure that such votes represent 9.9%

of the aggregate voting power of the votes conferred by

all shares of Arch Capital entitled to vote generally at an

election of directors.

In order to implement our bye-laws, we will assume that

all shareholders are U.S. persons unless we receive

assurances satisfactory to us that they are not U.S.

persons.

Proxy Solicitation

Proxies are being solicited by and on behalf of the Board.

In addition to the use of the mail, proxies may be solicited

telephonically, electronically or by other means of

communication, in each case by our directors, officers

and employees.

The Company is paying the entire costs of the solicitation.

We have retained MacKenzie Partners, Inc. to aid in the

solicitation of proxies and verify records related to the

solicitation for a fee of approximately $14,500 plus

expenses. We will reimburse brokerage houses,

nominees, fiduciaries and other custodians for their costs

in forwarding proxy materials. We may request by phone,

mail, electronic mail or other means the return of proxy

cards.

Corporate Governance Materials

Shareholders can see our Board Committee Charters,

Code of Business Conduct, Corporate Governance

Guidelines and other corporate governance materials at

archgroup.com/sustainability-governance/documents .

Copies of these documents, as well as copies of this Proxy

Statement, are available to shareholders, without charge,

upon request to:

Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention : Secretary

E-Mail: shareholderinfo@archgroup.com

Reduce Duplicate Mailings

We have adopted a procedure approved by the SEC called

“householding.” Under this procedure, registered

shareholders, who have the same address and last name

and who receive either Notices or paper copies of the

2026 PROXY STATEMENT | A-5

proxy materials in the mail, will receive only one copy of

our proxy materials, or a single envelope containing the

Notices for all shareholders at that address. This

consolidated method of delivery will continue unless one

or more of these shareholders notifies us that they would

like to receive individual copies of proxy materials.

Shareholders who participate in householding will

continue to receive separate proxy cards or Notices that

include each shareholder’s unique control number for

voting the shares held in each account.

Registered Shareholders who wish to discontinue

householding and receive separate copies of proxy

materials may notify Broadridge by calling 866-540-7095,

or send a written request to the Company’s Secretary at

the address of our principal office.

Beneficial Shareholders may request information about

householding from your bank, broker or other holder of

record.

Shareholder Proposals for the 2027 Annual General Meeting

To be included in our Proxy Statement and form of proxy

relating to the 2027 annual general meeting of

shareholders, all proposals of security holders intended to

be presented at the 2027 annual general meeting must be

received by the Company not later than November 24,

2026, and must comply with Rule 14a-8 of the Exchange

Act.

For any proposal that is not submitted for inclusion in

next year’s Proxy Statement (as described in the

preceding paragraph) but is instead submitted outside

the processes of Rule 14a-8 and sought to be presented

directly at next year’s annual general meeting, our bye-

laws provide that any shareholder desiring to make a

proposal or nominate a director at an annual general

meeting must provide written notice of such proposal or

nomination to the Secretary of the Company at least

50 days prior to the date of the annual general meeting at

which such proposal or nomination is proposed to be

voted upon (or, if less than 55 days’ notice of an annual

general meeting is given, shareholder proposals and

nominations must be delivered no later than the close of

business on the seventh day following the day notice of

the meeting was first given to shareholders). The date of

our 2027 annual general meeting is expected to be held

no earlier than May 4, 2027 , and no later than May 6,

2027 . As a result, any shareholder desiring to make a

proposal or nominate a director at the 2027 annual

general meeting must provide written notice of such

proposal or nomination no later than March 15 through

March 17, 2027 , as applicable in order to comply with our

bye-laws (except see below regarding nominations

pursuant to the universal proxy rules). Any such proposal

or nomination must include the information required

under our bye-laws with respect to each proposal or

nomination and the shareholder making such proposal or

nomination.

In addition, to comply with the universal proxy rules

under the Exchange Act, shareholders who intend to

solicit proxies in support of director nominees other than

the Company’s nominees at the 2027 annual general

meeting generally must provide written notice no later

than 60 calendar days prior to the anniversary of the

previous year’s annual meeting date (or the first business

day after such date). As a result, any shareholder desiring

to nominate a director at the 2027 annual general

meeting must provide written notice of such nomination

no later than March 8, 2027 . Such notice also must set

forth the information required by Rule 14a-19 under the

Exchange Act in addition to the information required

under our bye-laws.

A shareholder proponent must be a shareholder of the

Company who was a shareholder of record both at the

time of giving of notice and at the time of the annual

general meeting and who is entitled to vote at the annual

general meeting and must otherwise comply with the

requirements of our bye-laws.

Proposals and other items of business should be

directed to the attention of:

Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention : Secretary

E-Mail: shareholderinfo@archgroup.com

A-6 | 2026 PROXY STATEMENT

Contacting Our Board, Individual Directors and Committees

You can contact any of our directors by writing to them

care of:

Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention : Secretary

E-Mail: shareholderinfo@archgroup.com

Employees and others who wish to contact the Board or

any member of the Audit Committee to report any

complaint or concern with respect to accounting, internal

accounting controls or auditing matters, may do so

anonymously by using the above address.

Registered and Principal Executive Offices

Our registered office is located at:	Our principal executive offices are located at:
Clarendon House 2 Church Street Hamilton HM 11, Bermuda Phone: (441) 295-1422	Waterloo House, Ground Floor 100 Pitts Bay Road Pembroke HM 08, Bermuda Phone: (441) 278-9250

2026 PROXY STATEMENT | B-1

ANNEX B—NON-GAAP FINANCIAL MEASURES

In presenting our results for purposes of compensation

determinations, we include and discuss certain non-GAAP

financial measures as defined in Regulation G. We believe

that these non-GAAP financial measures, which may be

defined differently by other companies, are important for

an understanding of our overall results of operations and

financial condition. However, they should not be viewed as

a substitute for measures determined in accordance with

GAAP.

After-tax operating income available to Arch common

shareholders which is defined as net income available to

Arch common shareholders, excluding net realized gains or

losses (which includes, but is not limited to, realized and

unrealized changes in the fair value of equity securities and

assets accounted for using the fair value option, realized

and unrealized gains or losses on derivative instruments,

changes in the allowance for credit losses on financial

assets and gains or losses realized from the acquisition or

disposition of subsidiaries), equity in net income or loss of

investments accounted for using the equity method, net

foreign exchange gains or losses, transaction costs and

other, net of income taxes (which for the 2023 fourth

quarter includes a one-time deferred income tax benefit

related to the enactment of Bermuda’s new corporate

income tax), and loss on redemption of preferred shares.

Annualized operating return on average common equity

represents after-tax operating income available to Arch

common shareholders divided by average common

shareholders’ equity during the period. Management uses

Operating ROE as a key measure of the return generated to

our common shareholders.

The following table summarizes our consolidated financial

data, including a reconciliation of net income available to

Arch common shareholders to after-tax operating income

available to Arch common shareholders. Each line item

reflects the impact of our percentage ownership of Somers’

common equity through June 30, 2021. In July 2021, the

Company announced the completion of the previously

disclosed acquisition of Somers by Greysbridge Holdings

Ltd., (“Greysbridge”). Based on the governing documents of

Greysbridge, the Company has concluded that, while it will

retain significant influence over Somers, Somers no longer

constitutes a variable interest entity. Effective July 1, 2021,

Arch no longer consolidates the results of Somers in its

consolidated financial statements and footnotes.

	Year Ended
	December 31,
(in millions)	2025	2024	2023	2022	2021	2020	2019	2018	2017	2016
Net income available to Arch common shareholders (a)	$4,359	$4,272	$4,403	$1,436	$2,093	$1,364	$1,595	$714	$567	$665
Net realized (gains) losses	(464)	(197)	165	663	(307)	(815)	(350)	301	(142)	(47)
Equity in net (income) of investment funds accounted for using the equity method	(504)	(580)	(278)	(115)	(366)	(147)	(124)	(46)	(142)	(48)
Net foreign exchange losses (gains)	128	(75)	62	(102)	(43)	81	11	(60)	114	(32)
Transaction costs and other	75	81	6	—	1	10	14	12	22	42
Loss on redemption of preferred shares	—	—	—	—	15	—	—	3	7	—
Income tax expense (benefit)	106	41	(1,157)	(42)	42	64	16	(15)	22	(2)
After-tax operating income available to Arch common shareholders (b)	$3,700	$3,542	$3,201	$1,840	$1,435	$557	$1,163	$909	$447	$577
Beginning common shareholders’ equity	$19,990	$17,523	$12,080	$12,716	$12,326	$10,717	$8,660	$8,324	$7,481	$5,842
Ending common shareholders’ equity	23,376	19,990	17,523	12,080	12,716	12,326	10,717	8,660	8,324	7,481
Average common shareholders’ equity (c)	$21,683	$18,757	$14,802	$12,398	$12,521	$11,522	$9,689	$8,492	$7,903	$6,114
Annualized net income return on average common equity (a)/(c)	20.1%	22.8%	29.7%	11.6%	16.7%	11.8%	16.5%	8.4%	7.2%	10.9%
Annualized operating return on average common equity (b)/(c)	17.1%	18.9%	21.6%	14.8%	11.5%	4.8%	12.0%	10.7%	5.7%	9.4%

B-2 | 2026 PROXY STATEMENT

Tangible book value per common share represents

common shareholders’ equity available to Arch less

goodwill and intangible assets (excluding amounts

attributable to non-controlling interests). We believe that

tangible book value per common share is useful to

investors because it provides a more accurate measure of

the realizable value of shareholder returns by excluding the

impact of goodwill and intangible assets.

Adjusted tangible book value per common share

represents common shareholders’ equity available to Arch

less goodwill and intangible assets (excluding amounts

attributable to non-controlling interests) and AOCI, net of

deferred income tax related to AOCI, as presented on the

Company’s balance sheet.

Underwriting income represents the pre-tax profitability of

our underwriting operations and includes net premiums

earned plus other underwriting income, less losses and loss

adjustment expenses, acquisition expenses and other

operating expenses. Other operating expenses include

those operating expenses that are incremental and/or

directly attributable to or individual underwriting

operations. Underwriting income or loss does not

incorporate certain income and expense items which are

included in corporate. While these measures are presented

in note 4, “Segment Information,” on pages 121-125 to the

consolidated financial statements in our 2025 Annual

Report, they are considered non-GAAP financial measures

when presented elsewhere on a consolidated basis.

The following table provides a reconciliation of book value per common share to tangible book value and adjusted tangible

book value per common share:

	Year Ended
	December 31
(in millions, except per share amounts)	2025	2024	2023	2022	2021	2020	2001
Total shareholders’ equity available to Arch	$24,206	$20,820	$18,353	$12,910	$13,546	$13,106	$1,020
Less preferred shareholders’ equity	830	830	830	830	830	780	—
Common shareholders’ equity available to Arch (a)	$23,376	$19,990	$17,523	$12,080	$12,716	$12,326	$1,020
Less: goodwill and intangible assets	1,222	1,351	730	802	942	682	26
Common shareholders’ equity available to Arch less goodwill and intangible assets (b)	$22,154	$18,639	$16,793	$11,278	$11,774	$11,644	$994
Less: Accumulated other comprehensive income (loss), net of deferred income tax	5	(720)	(676)	(1,646)	(65)	489	—
Common shareholders’ equity available to Arch less goodwill and intangible assets and AOCI (c)	$22,149	$19,359	$17,469	$12,924	$11,839	$11,155	$994
Common shares and common share equivalents outstanding, net of treasury shares (d)	359.0	376.4	373.3	370.3	378.9	406.7	502.2
Book value per common share (a)/(d)	$65.11	$53.11	$46.94	$32.62	$33.56	$30.31	$2.03
Tangible book value per common share (b)/(d)	$61.71	$49.52	$44.99	$30.45	$31.07	$28.63	$1.98
Adjusted tangible book value per common share (c)/(d)	$61.70	$51.43	$46.80	$34.90	$31.25	$27.43	$1.98