#Bermuda #Hamilton #common shares #White Mountains #self-tender offer

White Mountains Insurance Group Announces Self-Tender Offer

On November 21, 2025, the White Mountains Insurance Group, Ltd. (trading under the NYSE symbol WTM) made a significant announcement concerning its common shares. The company revealed its plans to initiate a modified Dutch auction self-tender offer, aiming to repurchase up to $300 million in value of its shares. This strategic move is part of the company's ongoing efforts to enhance shareholder value and returns.

Details of the Self-Tender Offer

The self-tender offer will facilitate shareholders in deciding how many shares they wish to tender and at what price within the designated range. Specifically, the company has indicated a purchase price between $1,850 and $2,050 per share. The offer is set to expire at midnight New York City time on December 19, 2025, unless it is extended further.

As of November 20, 2025, White Mountains's common shares had a closing price of $1,881.61 on the NYSE. The self-tender offer structure permits flexibility, allowing shareholders to indicate their desired prices within the established range. The auction will conclude with the company picking the lowest price per share necessary to achieve the repurchase goal, provided that shareholders tender shares in excess of the total amount sought.

Should the offer receive full participation, the company estimates it could acquire approximately 146,341 shares at the maximum price point of $2,050. Conversely, at the minimum price of $1,850, it could secure around 162,162 shares. Such acquisitions would account for about 5.8% to 6.4% of the shares outstanding, respectively.

Conditions of the Tender Offer

Unlike traditional tender offers, this initiative will not hinge on obtaining financing or a minimum number of shares being tendered. However, there will be specific conditions laid out in the offer documents that will provide further guidance to shareholders. Comprehensive materials will soon be circulated to the shareholders of record, detailing precise instructions and conditions surrounding the tender offer.

Shareholders will retain the ability to retract their shares from the tender offer up until its expiration. It's also noteworthy that neither the company, its board of directors, dealer managers, nor the information agent will endorse any stance on shareholder participation in the offer. This enables shareholders to make independent decisions on their engagement.

D.F. King & Co., Inc. has been appointed as the information agent for the offer, while BofA Securities, Inc. and Barclays Capital Inc. will take on the role of dealer managers.

Importance of the Self-Tender Offer

This self-tender initiative reflects White Mountains' strategy to actively manage its capital structure in favor of enhancing shareholder returns. By providing shareholders an opportunity to sell their shares at predetermined prices within the auction-based structure, the company not only prioritizes their interests but also signals confidence in its financial health and outlook.

With economic conditions and market environments being unpredictable, actions like this can reassure stakeholders about the company's stability and commitment to maximizing shareholder value.

In conclusion, the self-tender offer by White Mountains presents a timely opportunity for shareholders to evaluate their position within the company. The offer empowers shareholders to make strategic decisions regarding their investment, and the company's willingness to engage in significant share repurchases underscores its commitment to fostering a strong relationship with its shareholders.