wtm-20240222


Bermuda (State or other jurisdiction of incorporation or organization)			1-8993 (Commission file number)			94-2708455 (I.R.S. Employer Identification No.)

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:

☐ 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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value $1.00 per share

WTM

New York Stock Exchange

WTM.BH

Bermuda 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 13(a) of the Exchange Act. o

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2024, the Board of Directors (the “Board”) of White Mountains Insurance Group, Ltd. (the “Company”) elected Reid T. Campbell as a director of the Company. In connection with Mr. Campbell’s election, the size of the Board was increased from nine to ten persons. Mr. Campbell will hold office as a director on the Board until the Company’s next annual meeting of shareholders and until his successor is elected and qualified or until his earlier resignation or removal.

Mr. Campbell will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors, including a pro-rated retainer and grant for the remainder of the current year. A description of the Company’s non-employee director compensation appears under the caption “Director Compensation” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 5, 2023.

On February 22, 2024, Mr. Campbell retired from employment with the Company after thirty years of service in various roles, including the roles of Chief Financial Officer and, most recently, President. Mr. Campbell’s expected retirement was previously disclosed. His retirement was not the result of any disagreement with the Company.

Our press release announcing Mr. Campbell’s election as director and retirement from employment is attached as Exhibit 99.1 and incorporated by reference herein.

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 thereunto duly authorized.

WHITE MOUNTAINS INSURANCE GROUP, LTD.

February 23, 2024

By:

/s/ MICHAELA J. HILDRETH

Michaela J. Hildreth

Managing Director and

Chief Accounting Officer