S-8

As filed with the Securities and Exchange Commission on May 16, 2023

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

ARCH CAPITAL GROUP LTD.

(Exact name of registrant as specified in its charter)

Bermuda	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08
Bermuda

(441) 278-9250

(Address of principal executive offices, including zip code)

AMENDED AND RESTATED ARCH CAPITAL GROUP LTD. 2007 EMPLOYEE SHARE PURCHASE PLAN

(INCLUDING AS SUB-PLANS: ARCH CAPITAL GROUP LTD. AMENDED AND RESTATED 2007 EUROPEAN EMPLOYEE SHARE PURCHASE PLAN and ARCH EUROPE EMPLOYEES SAVE AS YOU EARN SCHEME)

(Full title of plan)

National Registered Agents, Inc.

111 Eighth Avenue

New York, New York 10011

(855) 685-3513

(Name, address, including zip code, and telephone number, including area code of agent for service)

 Copy to:

Kimberly C. Petillo-Decossard, Esq.

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020-1095

(212) 819-8200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b- 2 of the Exchange Act of 1934.

Large accelerated Filer	þ	Accelerated Filer	o
Non-accelerated Filer	o	Smaller reporting company	o
		Emerging growth company	o

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 7(a)(2)(B) of the Securities Act. ☐

PART I.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.     Plan Information.*

ITEM 2.     Registrant Information and Employee Plan Annual Information.*

*Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     Incorporation of Documents by Reference.

We have previously filed the following documents with the Securities and Exchange Commission (the “SEC”) and are incorporating them by reference into this Registration Statement:

• the description of our common shares contained in our registration statement on Form S-3 filed on November 23, 2020;

• our annual report on Form 10-K for the fiscal year ended December 31, 2022;

• our quarterly report on Form 10-Q for the quarter ended March 31, 2023;

• our current reports on Form 8-K filed on February 24, 2023 and May 8, 2023;

and

• to the extent incorporated by reference into our annual report on Form 10-K, our proxy statement for our 2023 Annual Meeting of Shareholders filed on March 23, 2023.

We are also incorporating into this Registration Statement all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”) prior to the filing of a post-effective amendment that indicates all common shares offered have been sold, or that deregisters all common shares then remaining unsold. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

II-1

ITEM 4.     Description of Securities.

Not applicable.

ITEM 5.    Interests of Named Experts and Counsel.

None.

ITEM 6.     Indemnification of Directors and Officers.

Under Bermuda law, a company is permitted to indemnify any officer or director, out of the funds of the company, against (a) any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or in which he or she is acquitted, or in connection with any application under relevant Bermuda legislation in which relief from liability is granted to him or her by the court and (b) any loss or liability resulting from negligence, default, breach of duty or breach of trust, save for his or her fraud and dishonesty.

Our bye-laws provide for our indemnity of our officers, directors and employees to the fullest extent permitted by law.

Our bye-laws also provide that expenses (including attorneys' fees) incurred by one of our officers or directors in defending any civil, criminal, administrative or investigative action, suit or proceeding will be paid by us in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by us pursuant to Bermuda law.

Our bye-laws also provide that our officers and directors will not be personally liable to us or our shareholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent that such limitation is prohibited by Bermuda Law.

ITEM 7.     Exemption From Registration Claimed.

Not applicable.

ITEM 8.     Exhibits.

See Exhibit Index immediately preceding the Exhibits.

ITEM 9.    Undertakings.

We hereby undertake:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

II-2

provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by us pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)           That, for purposes of determining any liability under the Securities Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or person controlling us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

EXHIBIT INDEX

Exhibit Number	Description
4.1	Specimen Common Share Certificate (a)
4.2	Certificate of Designations of Series F Non-Cumulative Preferred Shares (b)
4.3	Certificate of Designations of Series G Non-Cumulative Preferred Shares (c)
5	Opinion of Conyers Dill & Pearman Limited regarding the legality of the securities
15	Awareness Letter of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
23.1	Consent of Conyers Dill & Pearman Limited (included in Exhibit 5)
23.2	Consent of PricewaterhouseCoopers LLP
24	Power of Attorney
99.1	Amended and Restated Arch Capital Group Ltd. 2007 Employee Share Purchase Plan (Effective February 24, 2023) (d)
107	Filing Fee Table

(a)    Incorporated by reference to the Annual Report on Form 10-K of ACGL for the year ended December 31, 2000, as filed with the SEC on April 2, 2001.

(b)    Incorporated by reference to the Report on Form 8-K of ACGL as filed with the SEC on August 17, 2017.

(c)    Incorporated by reference to the Report on Form 8-K of ACGL as filed with the SEC on June 11, 2021.

(d)    Incorporated by reference to the Report by the definitive proxy statement of ACGL as filed with the SEC on March 23, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda on May 16, 2023.

ARCH CAPITAL GROUP LTD.
By:	/s/ Marc Grandisson
	Marc Grandisson
	Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Marc Grandisson
Marc Grandisson	Chief Executive Officer and Director (Principal Executive Officer)	May 16, 2023
/s/ François Morin
François Morin	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Principal Accounting Officer)	May 16, 2023
/s/ John M. Pasquesi
John M. Pasquesi	Chairman of the Board of Directors	May 16, 2023
*
John L. Bunce, Jr.	Director	May 16, 2023
*
Eric W. Doppstadt	Director	May 16, 2023
*
Francis Ebong	Director	May 16, 2023
*
Laurie S. Goodman	Director	May 16, 2023
*
Moira Kilcoyne	Director	May 16, 2023
*
Eileen Mallesch	Director	May 16, 2023
*
Louis J. Paglia	Director	May 16, 2023
*
Brian S. Posner	Director	May 16, 2023
*
Eugene S. Sunshine	Director	May 16, 2023
*
John D. Vollaro	Director	May 16, 2023
*
Thomas R. Watjen	Director	May 16, 2023

*        By François Morin, as attorney-in-fact and agent, pursuant to a power of attorney, a copy of which has been filed with the Securities and Exchange Commission as Exhibit 24 to this report.

/s/ François Morin

Name: François Morin

Attorney-in-Fact

Authorized Representative

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Arch Capital Group Ltd., has signed this Registration Statement on Form S-8 in the United States, in the City of Newark, State of Delaware, on May 16, 2023.

PUGLISI & ASSOCIATES
By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8(Form Type)

Arch Capital Group Ltd.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Amended and Restated Arch Capital Group Ltd. 2007 Employee Share Purchase Plan (including as Sub-Plans: Arch Capital Group Ltd. 2007 UK Employee Share Purchase Plan, and Arch Europe Employees Save as You Earn Scheme), common shares, $0.0011 par value	Rule 457(a)	3,000,000	$76.25	$228,750,000	0.00011020	$25,208.25
Total Offering Amounts					$228,750,000
Total Fee Offsets
Net Fee Due							$25,208.25

(1)Plus such additional number of common shares as may be issued under the Amended and Restated Arch Capital Group Ltd. 2007 Employee Share Purchase Plan in the event of a share dividend, recapitalization, share split, reverse split, reorganization, merger, amalgamation, consolidation or other similar dilutive event.

(2)Estimated pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, solely for purposes of determining the registration fee and is based on the average of the reported high and low sales prices of the common shares on the Nasdaq Global Select Market on May 9, 2023.

EX-5

Exhibit 5

16 May 2023

	Matter No.:319142 441 298 7859 chiara.nannini@conyers.com
The Board of Directors Arch Capital Group Ltd. Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Dear Sirs,

Re: Arch Capital Group Ltd. (the “Company”)

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 16 May 2023 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of an aggregate of 12,750,000 common shares, par value US$0.0011 per share (the “Common Shares”) issuable pursuant to the Amended and Restated Arch Capital Group Ltd. 2007 Employee Share Purchase Plan (the “Plan”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

1.    DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined electronic copies of the following documents:

1.1the Registration Statement; and

1.2the Plan.

We have also reviewed:

1.3copies of the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 16 May 2023;

1.4copies of minutes of a meeting of its directors held on 24 February 2023 certified by the Secretary of the Company on 16 May 2023 (together, the “Resolutions”);

1.5a notarized copy of the Company’s Current Report on Form 8-K filed on 4 May 2023 in respect of the annual general meeting of members held on 4 May 2023 and the Final Report of the Inspector of Election dated 8 May 2023 (the “Final Report”); and

1.6such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

2.    ASSUMPTIONS

We have assumed:

2.1the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken;

2.2that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

2.3the accuracy and completeness of all factual representations made in the Registration Statement, the Plan, the Form 8-K, the Final Report and other documents reviewed by us;

2.4that the Resolutions and the minutes of the annual general meeting of the members of the Company held on 4 May 2023 were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;

2.5that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein;

2.6the validity and binding effect under the laws of the state of New York of the Plan in accordance with its terms;

2.7that there is no provision of any award agreement which would have any implication in relation to the opinions expressed herein;

2.8that, upon the issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

2.9that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued common shares;

2.10that, at the time of issuance of any Common Shares, the shares of the Company will be listed on an appointed stock exchange, as defined in the Companies Act 1981, which includes The NASDAQ Stock Market LLC; and

2.11that at the time of issuance of any award under the Plan, the Company will be able to pay its liabilities as they become due.

3.    QUALIFICATIONS

3.1We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.

3.2This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

3.3This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Common Shares by the Company pursuant to the Plan and is not to be relied upon in respect of any other matter.

4.    OPINION

On the basis of and subject to the foregoing, we are of the opinion that:

4.1The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act 1981, or to pay any Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

4.2When issued and paid for in accordance with the terms of the Plan, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited

- 2 -

EX-15

Exhibit 15

May 16, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our report dated May 4, 2023 on our review of interim financial statements of Arch Capital Group

Ltd., which is included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 is

incorporated by reference in this Registration Statement on Form S-8.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

New York, New York

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Arch Capital Group Ltd. of our report dated February 24, 2023 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Arch Capital Group Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/PricewaterhouseCoopers LLP

New York, New York

May 16, 2023

EX-24

Exhibit 24

REGISTRATION STATEMENT ON FORM S-8

RELATING TO

AMENDED AND RESTATED ARCH CAPITAL GROUP LTD. 2007 EMPLOYEE SHARE PURCHASE PLAN

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marc Grandisson and François Morin as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign the above referenced Registration Statement and any and all amendments or supplements thereto (including any post-effective amendments), and to file the same with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Marc Grandisson
Marc Grandisson	Chief Executive Officer and Director (Principal Executive Officer)	May 15, 2023
/s/ François Morin
François Morin	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Principal Accounting Officer)	May 15, 2023
/s/ John M. Pasquesi
John M. Pasquesi	Chair of the Board	May 15, 2023
/s/ John L. Bunce, Jr.
John L. Bunce, Jr.	Director	May 15, 2023
/s/ Francis Ebong
Francis Ebong	Director	May 15, 2023
/s/ Eric W. Doppstadt
Eric W. Doppstadt	Director	May 15, 2023
/s/ Laurie S. Goodman
Laurie S. Goodman	Director	May 15, 2023
/s/ Moira Kilcoyne
Moira Kilcoyne	Director	May 15, 2023
/s/ Eileen Mallesch
Eileen Mallesch	Director	May 15, 2023
/s/ Louis J. Paglia
Louis J. Paglia	Director	May 15, 2023
/s/ Brian S. Posner
Brian S. Posner	Director	May 15, 2023
/s/ Eugene S. Sunshine
Eugene S. Sunshine	Director	May 15, 2023
/s/ John D. Vollaro
John D. Vollaro	Director	May 15, 2023
/s/Thomas R. Watjen
Thomas R. Watjen	Director	May 15, 2023