EVEREST GROUP, LTD.

Regulatory Filings • Mar 27, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

Current Report Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 10, 2023

Everest Re Group, Ltd.

(Exact name of registrant as specified in its charter)
Bermuda1-1573198-0365432

(State or other jurisdiction(Commission(IRS Employer of incorporation)File Number)Identification No.)
Seon Place – 4th Floor 141 Front Street PO Box HM 845 HamiltonHM 19,BermudaNot Applicable

(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code441-295-0006

Not Applicable (Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
ClassTrading Symbol(s)Name of Exchange where registered

Common Shares, $0.01 par valueRENew York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12(a) of the Exchange Act.☐

ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF

CERTAIN OFFICERS.

Sanjoy Mukherjee, Executive Vice President, General Counsel, and Secretary of Everest Re Group, Ltd. (the “Company”), will be leaving the Company to pursue other opportunities effective as of April 21, 2023. Subject to the terms of the transition agreement entered into by Mr. Mukherjee and the Company dated March 10, 2023 (the “Transition Agreement”), he will also serve as an advisor to the Company from April 22, 2023 through July 3, 2023 (the “Separation Date”) and, for such services, he will receive a one-time payment of $50,000. Subject to the terms of Mr. Mukherjee’s employment agreement (as reported in the Company’s Proxy Statement for its 2022 annual general meeting of shareholders and filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022) and the Transition Agreement, Mr. Mukherjee will receive accrued payments, vesting of equity awards, insurance benefits and a separation allowance in accordance with the terms of his employment agreement, a one-time payment of two years of his base annual salary payable in January 2025, and a cash payment in lieu of a tranche of six hundred and one (601) restricted shares that would otherwise have vested on November 19, 2024 (based on the market price of the Company’s stock at the close of the New York Stock Exchange on the Separation Date).

Brent Hoffman has been appointed Interim General Counsel. The Company will be conducting a search for Mr.
Mukherjee’s permanent replacement.

A copy of the related press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS (c)Exhibits

Exhibit No.Description

99.1News Release of the registrant, dated March 14, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EVEREST RE GROUP, LTD.

By:/S/ ROBERT J. FREILING Robert J. Freiling Senior Vice President and Chief Accounting Officer

Dated: March 27, 2023

EXHIBIT INDEX

Exhibit

NumberDescription of DocumentPage No.

99.1News Release of registrant, dated March 14, 20235

104Cover Page Interactive Data File (embedded within the Inline XBRL document