艾奇资本美股招股说明书(2026-06-04版)

Arch Capital Group Ltd. (the “issuer”) is offering $600,000,000 aggregate principal amount of 5.250% senior notes due 2036 (the “2036 notes”) and$1,400,000,000 aggregate principal amount of 5.950% senior notes due 2056 (the “2056 notes” and, together with the 2036 notes, the “notes”). The issuer willpay interest on the notes semi-annually on June 15 and December 15 of each year, beginning on December 15, 2026. The 2036 notes will mature on June 15,2036 and the 2056 notes mature on June 15, 2056. The maturity date of the notes may be deferred in certain circumstances as described under the caption“Description of Notes—Principal, Interest and Maturity.” The issuer may redeem some or all of the notes at any time at the applicable redemption pricesdescribed under the caption “Description of Notes—Optional Redemption.”The issuer may also redeem all of the Notes under the circumstances described underthe heading “Description of Notes—Redemption for Tax Purposes.”Notwithstanding the foregoing, the notes will not be redeemable at any time, including at anyapplicable maturity date, unless the Conditions to Redemption (as defined herein) have been satisfied and will continue to be satisfied immediately before orafter giving effect to the redemption of such notes. The issuer intends to use the net proceeds from this offering to redeem, repurchase, repay or otherwise retire the 2026 Existing Notes (as defined herein)and finance the Tender Offers (as defined herein). Any net proceeds not used for the foregoing will be used for general corporate purposes. See “Use ofProceeds.” The notes will be senior unsecured obligations of the issuer, will rank equally with any of the issuer’s senior unsecured and unsubordinated indebtednessfrom time to time outstanding, be senior in right of payment to our future indebtedness that is expressly subordinated in right of payment to the notes, beeffectively subordinated to all secured indebtedness of the issuer to the extent of the value of the assets securing such indebtedness; be effectively subordinatedto all existing and future obligations (including amounts owed to holders of reinsurance and insurance policies) of the issuer’s subsidiaries and not beguaranteed by any of the issuer’s subsidiaries. The issuer does not intend to apply for listing of the notes on any securities exchange or quotation on anyautomated quotation system. An investment in the notes involves risks. See “Risk Factors” beginning on pageS-10of this prospectus supplement to read about important factors youshould consider before investing in the notes. TABLE OF CONTENTS Prospectus SupplementAbout This Prospectus SupplementS-1Prospectus Supplement SummaryS-4Risk FactorsS-10Use of ProceedsS-14Description of NotesS-15Book-Entry; Delivery and FormS-31Certain United States Federal Income Tax Consequences to U.S. HoldersS-33Certain ERISA ConsiderationsS-36Underwriting (Conflicts of Interest)S-38Legal MattersS-44ExpertsS-44Cautionary Note Regarding Forward-Looking StatementsS-45Where You Can Find Additional InformationS-47 PageProspectusArch Capital GroupLtd.1Arch Capital Group (U.S.)Inc.1Arch Capital Finance LLC1About This Prospectus1Risk Factors2Use of Proceeds2Description of Arch Capital Share Capital2Description of Arch Capital Debt Securities4Description of Arch Capital Depositary Shares4Description of Arch Capital Warrants to Purchase Common Shares or Preference Shares4Description of Arch Capital Warrants to Purchase Debt Securities5Description of Arch Capital Share Purchase Contracts and Share Purchase Units5Description of Arch Capital Group (U.S.)Inc. Preferred Stock5Description of Arch Capital Group (U.S.)Inc. Unsecured Debt Securities6Description of Arch Capital Finance LLC Unsecured Debt Securities6Selling Shareholders7Plan of Distribution7Where You Can Find More Information8Incorporation of Documents by Reference8Cautionary Note Regarding Forward-Looking Statements9Legal Matters10Independent Registered Public Accounting Firm10Enforcement of Civil Liabilities Under United States Federal Securities Laws10 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering,including risk factors and material tax considerations, and also adds to and updates information contained in the accompanyingprospectus and the documents incorporated by reference herein. The second part is the accompanying prospectus, which gives moregeneral information, some of which may not apply to this offering. It is important for you to read and consider all informationcontained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein in makingyour investment decision. To fully understand this offering, you should also read all of these documents, including our Annual Reporton Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) and in our quarterly report on Form 10-Q fo