As filed with the Securities and Exchange Commission on November 15, 2023
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ARCH CAPITAL GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of
incorporation or organization)
98-0374481
(I.R.S. Employer
Identification Number)
Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08
Bermuda
(441) 278-9250
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive office)
National Registered Agents, Inc.
875 Avenue of the Americas, Suite 501
New York, NY 10001
(800) 767-1553
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
ARCH CAPITAL GROUP (U.S.) INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
06-1424716
(I.R.S. Employer
Identification Number)
Harborside Financial Center
300 Plaza Three, 3rd Floor
Jersey City, NJ 07311
(201) 743-4000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive office)
CT Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
ARCH CAPITAL FINANCE LLC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
46-1950584
(I.R.S. Employer
Identification Number)
360 Hamilton Avenue, Suite 600
White Plains, NY 10601
(914) 872-3600
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive office)
CT Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Louis T. Petrillo, Esq.
President and General Counsel
Arch Capital Services LLC
360 Hamilton Avenue, Suite 600
White Plains, NY 10601-2908
(914) 872-3600
Kimberly C. Petillo-Décossard, Esq.
Ross Sturman, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020-1095
(212) 819-8200



Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: £
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: S
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:£
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: £
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box: S
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: £
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.

Large accelerated filer S
Accelerated filer £
Non-accelerated filer £ (Do not check if a smaller reporting company)
Smaller reporting company £
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 7(a)(2)(B) of the Securities Act. £




PROSPECTUS
ARCH CAPITAL GROUP LTD.
Common Shares, Preference Shares, Unsecured Debt Securities, Depositary Shares Representing Preference Shares or Common Shares, Warrants to Purchase Common Shares, Preference Shares or Debt Securities, Share Purchase Contracts and Share Purchase Units
ARCH CAPITAL GROUP (U.S.) INC.
Preferred Stock Fully and Unconditionally Guaranteed by Arch Capital Group Ltd. and Unsecured Debt Securities Fully and Unconditionally Guaranteed by Arch Capital Group Ltd.
ARCH CAPITAL FINANCE LLC
Unsecured Debt Securities Fully and Unconditionally Guaranteed by Arch Capital Group Ltd.
An indeterminate amount of the following types of securities may be offered and sold from time to time in one more offerings under this prospectus:
•    Arch Capital Group Ltd. common shares, preference shares, unsecured debt securities, depositary shares representing preference shares or common shares, warrants to purchase common shares, preference shares or debt securities, share purchase contracts and share purchase units
•    Arch Capital Group (U.S.) Inc. preferred stock fully and unconditionally guaranteed by Arch Capital Group Ltd., unsecured debt securities fully and unconditionally guaranteed by Arch Capital Group Ltd.
•    Arch Capital Finance LLC unsecured debt securities fully and unconditionally guaranteed by Arch Capital Group Ltd.
In addition, selling shareholders to be named in a prospectus supplement may offer, Arch Capital Group Ltd. common shares from time to time in one or more offerings.
This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement. You should read this prospectus and the prospectus supplements and the documents incorporated by reference herein and therein carefully before you invest in the securities. A prospectus supplement will describe the securities Arch Capital Group Ltd., Arch Capital Group (U.S.) Inc., Arch Capital Finance LLC and/or the applicable selling shareholder are offering and selling, as well as the specific terms of the securities. Those terms may include, among others, as applicable:
•    Aggregate principal amount
•    Issue price
•    Denomination
•    Currency or composite currency
•    Maturity
•    Interest rate
•    Dividend rate
•    Sinking fund terms
•    Ranking
•    Redemption terms
•    Conversion terms
•    Listing on a securities exchange
•    Amount payable at maturity
•    Liquidation preference
The prospectus supplement may also supplement or update information contained in this prospectus.
Arch Capital Group Ltd.’s common shares are traded on the Nasdaq Global Select Market under the symbol “ACGL.”
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 1 AND THOSE CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR IN ANY PROSPECTUS SUPPLEMENT OR ANY FREE WRITING PROSPECTUS FROM TIME TO TIME BEFORE MAKING AN INVESTMENT DECISION.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 15, 2023.


TABLE OF CONTENTS
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We have obtained consent under the Exchange Control Act 1972 (and its related regulations) from the Bermuda Monetary Authority for the issue and transfer of shares to and between persons regarded as non-resident in Bermuda for exchange control purposes provided our shares remain listed on an appointed stock exchange, which includes the Nasdaq Global Select Market. Issues and transfers of shares to any person regarded as resident in Bermuda for exchange control purposes may require specific prior approval from the Bermuda Monetary Authority. The Bermuda Monetary Authority accepts no responsibility for the financial soundness of any proposal or for the correctness of any of the statements made or opinions expressed in this prospectus.








ARCH CAPITAL GROUP LTD.
Arch Capital Group Ltd. (“Arch Capital”) is a Bermuda exempted company limited by shares and provides insurance, reinsurance and mortgage insurance on a worldwide basis through its wholly owned subsidiaries.
Arch Capital’s principal executive office is located at Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08 Bermuda (telephone number: (441) 278-9250). Additional information about Arch Capital may be found over the Internet at our website at http://www.archcapgroup.com. The information on or accessible from our website is not a part of this prospectus and is not incorporated by reference herein.
You can obtain additional information about us in the reports and other documents incorporated by reference in this prospectus. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.”
ARCH CAPITAL GROUP (U.S.) INC.
Arch Capital Group (U.S.) Inc. (“Arch U.S.”) is a Delaware corporation. Arch U.S. is a wholly-owned subsidiary of Arch Capital. Arch U.S. is a holding company for the U.S.-based insurance and reinsurance operations of Arch Capital. Its principal executive office is located at Harborside Financial Center, 300 Plaza Three, 3rd Floor, Jersey City, NJ 07311 (telephone number: (201) 743-4000).
ARCH CAPITAL FINANCE LLC
Arch Capital Finance LLC (“Arch Finance”) is a Delaware limited liability company. Arch Finance is a wholly-owned subsidiary of Arch U.S. and has no business activities. Its principal office is located at 360 Hamilton Avenue, Suite 600, White Plains, NY 10601 (telephone number: (914) 872-3600).
ABOUT THIS PROSPECTUS
This prospectus is part of an automatically effective registration statement that Arch Capital, Arch-U.S. and Arch Finance (collectively, the “issuers”) have filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf process, each of the issuers may sell securities described in this prospectus, and selling shareholders may sell Arch Capital common shares, from time to time in one or more offerings with prices and other terms to be determined. This prospectus provides you with a general description of the securities that an issuer and/or selling shareholders may offer. This prospectus does not contain all of the information set forth in the registration statement as permitted by the rules and regulations of the SEC. For additional information regarding the issuers and the offered securities, please refer to the registration statement. Each time an issuer or one or more selling shareholders sells securities, we will file a prospectus supplement with the SEC that will contain specific information about the terms of that offering. The prospectus supplement may also add, update and change information contained or incorporated by reference in this prospectus. To the extent that any statement we make in a prospectus supplement is inconsistent with the statements made in this prospectus, the statement made in this prospectus will be deemed modified or superseded by the statement made in such prospectus supplement. You should read this prospectus, any prospectus supplement and any applicable pricing supplement and free writing prospectus, together with additional information incorporated by reference into this prospectus as described under the headings “Where You Can Find More Information” and “Incorporation of Documents by Reference” before you invest in our securities.
None of the issuers has authorized anyone to give any information or make any representation about an issuer that is different from, or in addition to, that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by or on behalf of the issuers of any securities or to which the offerors of any securities have referred you. Therefore, if anyone does give you information of this sort, you should not rely on it. The issuers take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer or these securities in any jurisdiction where the offer is not permitted. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any free writing prospectus is accurate as of any date other than their respective dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of
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the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.”
In this prospectus, unless the context requires otherwise, “we,” “us,” “our” and “the Company” refer to Arch Capital and its subsidiaries (and do not include any selling shareholders).
RISK FACTORS
Before making an investment decision, you should carefully consider the risks described under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” in the applicable prospectus supplement and in our then most recent Annual Report on Form 10-K, and in our updates to those risk factors in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. In addition to those risk factors, there may be additional risks and uncertainties of which management is not aware or focused on or that management deems immaterial. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. In addition, new risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations.
USE OF PROCEEDS
Except as may otherwise be described in the prospectus supplement relating to an offering of securities, the net proceeds from the sale of the securities included in this prospectus will be used for general corporate purposes. Any specific allocation of the net proceeds of an offering of securities to a specific purpose will be determined at the time of such offering and will be described in the related prospectus supplement.
We will not receive any of the proceeds from the sale of Arch Capital common shares by selling shareholders.
DESCRIPTION OF ARCH CAPITAL SHARE CAPITAL
The authorized share capital of Arch Capital consists of 1,800,000,000 common shares, par value U.S. $0.0011 per share, and 50,000,000 preference shares, par value U.S. $0.01 per share.
Common Shares
General
The following description of Arch Capital’s common shares is a summary. This summary is not complete and is subject to the complete text of applicable laws and Arch Capital’s memorandum of association and bye-laws.
Holders of the common shares have no preemptive, redemption, conversion or sinking fund rights. Subject to the voting restrictions described below, holders of common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares and do not have any cumulative voting rights. In the event of a liquidation, dissolution, or winding up of Arch Capital, the holders of common shares are entitled to share equally and ratably in the assets of Arch Capital, if any, remaining after the payment of all debts and liabilities of Arch Capital and the liquidation preference of any outstanding preference shares. All outstanding common shares are fully paid and non-assessable. The board of directors of Arch Capital, which we refer to as “the board,” is permitted to authorize the issuance of additional common shares. Issuances of common shares are subject to the applicable rules of the Nasdaq Global Select Market or other organizations on whose systems Arch Capital’s common shares may then be quoted or listed.
Transfer Agent
American Stock Transfer & Trust Company is the transfer agent and registrar of Arch Capital’s common shares.
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Dividends
Holders of Arch Capital’s common shares are entitled to participate equally in dividends when the board declares dividends on common shares out of funds legally available for dividends. The rights of holders of Arch Capital’s common shares to receive dividends are subject to the preferences of holders of Arch Capital’s preference shares, including Arch Capital’s issued and outstanding preference shares, which require that no dividends may be paid on or with respect to Arch Capital’s common shares prior to the declaration and payment of a dividend with respect to such preference shares.
Liquidation Rights
In the event of a liquidation, dissolution, or winding up of Arch Capital, the holders of common shares have a right to a ratable portion of assets remaining after the payment of all debts and liabilities of Arch Capital, if any, and the liquidation preference of any outstanding preference shares, plus any declared and unpaid dividends thereon, before any distribution is made on any common shares.
Voting Limitation
Under Arch Capital’s bye-laws, if the votes conferred directly or indirectly or by attribution, by Arch Capital’s shares directly or indirectly or constructively owned (within the meaning of section 958 of the Internal Revenue Code of 1986, as amended (the “Code”)) by any U.S. person (as defined in section 7701(a)(30) of the Code) would otherwise represent more than 9.9% of the voting power of all shares entitled to vote generally at an election of directors, the votes conferred by such shares or such U.S. person will be reduced by whatever amount is necessary so that after any such reduction the votes conferred by the shares of such person will constitute 9.9% of the total voting power of all shares entitled to vote generally at an election of directors; provided that, with respect to certain institutional funds, votes shall be reduced in shares held directly by such funds only if and to the extent that reductions in the vote of other shares do not result in satisfaction of the 9.9% threshold and such reduction shall not be effective on or after the date on which such institutional fund reasonably objects in writing.
There may be circumstances in which the votes conferred on a U.S. person are reduced to less than 9.9% as a result of the operation of bye-law 45 because of shares that may be attributed to that person under the Code.
Notwithstanding the provisions of Arch Capital’s bye-laws described above, after having applied such provisions as best as they consider reasonably practicable, the board may make such final adjustments to the aggregate number of votes conferred directly or indirectly or by attribution by the shares directly or indirectly or constructively owned by any U.S. person that they consider fair and reasonable in all the circumstances to ensure that such votes represent 9.9% of the aggregate voting power of the votes conferred by all Arch Capital’s shares entitled to vote generally at an election of directors.
In order to implement bye-law 45, we will assume that all shareholders are U.S. persons unless we receive assurances satisfactory to us that they are not U.S. persons.
Preference Shares
General
The following summary of terms of Arch Capital’s preference shares is not complete. You should refer to the provisions of Arch Capital’s memorandum of association and bye-laws and the terms of each class or series of the preference shares which will be filed with the SEC at or prior to the time of issuance of such class or series of preference shares and described in the applicable prospectus supplement. The applicable prospectus supplement may also state that any of the terms set forth herein are inapplicable to such series of preference shares.
Arch Capital’s bye-laws allow the board to authorize the issuance of preference shares in one or more series, and may fix the rights and preferences of those shares, including as to dividends, voting (which will be subject to the limitations described above under “Common Shares—Voting Limitation”), redemption, conversion rights and otherwise.
Issuances of preference shares are subject to the applicable rules of the Nasdaq Global Select Market, the New York Stock Exchange or other organizations on whose systems Arch Capital’s preference shares may then be quoted or listed.
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Depending upon the terms of preference shares established by the board, any or all series of preference shares could have preferences over the common shares with respect to dividends and other distributions and upon liquidation of Arch Capital. Issuance of any such shares with voting powers, or issuance of additional shares of common shares, would dilute the voting power of the outstanding common shares.
Terms
The specific terms of each series of preference shares offered pursuant to any prospectus supplement will be described in the applicable prospectus supplement related to such series of preference shares.
DESCRIPTION OF ARCH CAPITAL DEBT SECURITIES
General
We may issue debt securities from time to time in one or more series, under one or more indentures. The senior debt indenture and the form of subordinated indenture have been filed as exhibits to the registration statement of which this prospectus is a part, subject to such amendments or supplements as may be adopted from time to time. The senior indenture is, and the subordinated indenture will be, subject to and governed by the Trust Indenture Act. The aggregate principal amount of debt securities which may be issued under each indenture is unlimited and each indenture sets forth the specific terms of any series of debt securities or provide that such terms will be set forth in, or determined pursuant to, an authorizing resolution, as defined in the applicable prospectus supplement, and/or a supplemental indenture, if any, relating to such series.
Terms
The debt securities will be Arch Capital’s unsecured obligations.
The senior debt securities will rank equal in right of payment with all Arch Capital’s other unsecured and unsubordinated indebtedness.
The subordinated debt securities will be subordinated in right of payment to the prior payment in full of all Arch Capital’s senior indebtedness.
The specific terms of each series of debt securities will be set forth in the applicable prospectus supplement relating thereto.
DESCRIPTION OF ARCH CAPITAL DEPOSITARY SHARES
General
We may, at our option, elect to offer depositary shares, each consisting of one or more, or a specified fraction, of a common share or a preference share of a particular series. In the event we elect to do so, depositary receipts evidencing depositary shares will be issued to the public.
The specific terms of the depositary shares offered by any prospectus supplement, will be described in the applicable prospectus supplement related to such depositary shares.
DESCRIPTION OF ARCH CAPITAL WARRANTS TO PURCHASE
COMMON SHARES OR PREFERENCE SHARES
We may issue common share warrants or preference share warrants (collectively, “share warrants”) independently or together with any securities offered by any prospectus supplement and such common share warrants or preference share warrants may be attached to or separate from such securities.
The specific terms of each series of share warrants offered by any prospectus supplement will be described in the applicable prospectus supplement related to such share warrants.
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DESCRIPTION OF ARCH CAPITAL WARRANTS TO PURCHASE DEBT SECURITIES
We may issue debt warrants independently or together with any securities offered by any prospectus supplement and such debt warrants may be attached to or separate from such securities. Each series of debt warrants will be issued under a separate debt warrant agreement to be entered into between us and a debt warrant agent, all as set forth in the applicable prospectus supplement. The debt warrant agent will act solely as our agent in connection with the certificates representing the debt warrants and will not assume any obligation or relationship of agency or trust for or with any holders of debt warrant certificates or beneficial owners of debt warrants.
The specific terms of each series of debt warrants offered by any prospectus supplement will be described in the applicable prospectus supplement related to such debt warrants.
Warrant holders will not have any of the rights of holders of debt securities, including the right to receive the payment of principal of, any premium or interest on, or any additional amounts with respect to, the debt securities or to enforce any of the covenants of the debt securities or the applicable indenture except as otherwise provided in such indenture.
DESCRIPTION OF ARCH CAPITAL
SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS
We may issue share purchase contracts, representing contracts obligating the holders thereof to purchase from us, and for us to sell to such holders, or obligating the holders thereof to sell to us, and for us to purchase from such holders, a fixed or varying number of common shares or preference shares at a future date or dates. The price per share may be fixed at the time the share purchase contracts are entered into or may be determined by reference to a specific formula set forth in the share purchase contracts. Any share purchase contract may include anti-dilution provisions to adjust the number of shares to be delivered pursuant to such share purchase contract upon the occurrence of certain events. The share purchase contracts may be entered into separately or as a part of share purchase units consisting of one or more share purchase contracts and any one or more of:
(1)    debt securities of Arch Capital (which may be senior or subordinated);
(2)    debt securities of Arch U.S. (which may be senior or subordinated), fully and unconditionally guaranteed             by Arch Capital;
(3)    senior debt securities of Arch Finance, fully and unconditionally guaranteed by Arch Capital;
(4)    preference shares of Arch Capital;
(5)    preference shares of Arch U.S., fully and unconditionally guaranteed by Arch Capital; or
(6)    debt or equity obligations of third parties, including U.S. Treasury securities.
The specific terms of the share purchase contract offered by any prospectus supplement will be described in the applicable prospectus supplement related to such share purchase contracts.
DESCRIPTION OF ARCH CAPITAL GROUP (U.S.) INC. PREFERRED STOCK
General
In this section, references to “Arch U.S.” refer solely to Arch Capital Group (U.S.) Inc. and not its subsidiaries.
The following summary of terms of Arch U.S.’s preferred stock is not complete. You should refer to the provisions of Arch U.S.’s certificate of incorporation and by-laws, the Delaware General Corporation Law and the terms of each class or series of the preferred stock which will be filed with the SEC at or prior to the time of issuance of such class or series of preferred stock and described in the applicable prospectus supplement. The applicable prospectus supplement may also state that any of the terms set forth herein are inapplicable to such series of preferred stock.
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Under Arch U.S.’s certificate of incorporation, Arch U.S.’s board of directors is authorized to issue shares of preferred stock in one or more series, and may fix the terms of those shares, including as to the number of shares to be included in the series, the designation, powers, preferences and rights of the shares of the series and the qualifications, limitations or restrictions of such series.
As of the date of this prospectus, Arch U.S. is authorized to issue up to 1,000 shares of preferred stock, par value $0.01 per share.
The rights of holders of the preferred stock offered may be adversely affected by the rights of holders of any shares of preferred stock that may be issued in the future. Arch U.S.’s board of directors may cause shares of preferred stock to be issued in public or private transactions for any proper corporate purpose.
Terms
The specific terms of each series of preferred stock offered by any prospectus supplement will be described in the applicable prospectus supplement related to such preferred stock.
Guarantee
Payment of the guarantee payments in respect of the preferred stock will be fully and unconditionally guaranteed on an unsecured basis by Arch Capital. The guarantee will be an unsecured obligation of Arch Capital and will rank (i) subordinate and junior in right of payment, and subject, to all liabilities of Arch Capital, except those made pari passu or subordinate by their terms, (ii) pari passu with the most senior preferred stock or preference shares now or hereafter issued by Arch Capital and with any guarantee now or hereafter entered into by Arch Capital in respect of any of the most senior preferred stock or preference stock of any affiliate of Arch Capital, and (iii) senior to all common shares now or hereafter issued by Arch Capital.
DESCRIPTION OF ARCH CAPITAL GROUP (U.S.) INC. UNSECURED DEBT SECURITIES
In this section, references to “Arch U.S.” refer solely to Arch Capital Group (U.S.) Inc. and not its subsidiaries.
Arch U.S. may issue debt securities from time to time in one or more series, under one or more indentures. The senior debt indenture and the form of subordinated indenture have been filed as exhibits to the registration statement of which this prospectus is a part, subject to such amendments or supplements as may be adopted from time to time. The senior indenture is, and the subordinated indenture will be, subject to and governed by the Trust Indenture Act. The aggregate principal amount of debt securities which may be issued under each indenture is unlimited and each indenture sets forth the specific terms of any series of debt securities or provides that such terms will be set forth in, or determined pursuant to, an authorizing resolution, as defined in the applicable prospectus supplement, and/or a supplemental indenture, if any, relating to such series.
The specific terms of each series of debt securities will be set forth in the applicable prospectus supplement related thereto.
The debt securities will be fully and unconditionally guaranteed by Arch Capital, as the guarantor.
DESCRIPTION OF ARCH CAPITAL FINANCE LLC UNSECURED DEBT SECURITIES
Arch Finance may issue debt securities from time to time in one or more series, under one or more indentures. The senior debt indenture has been filed as an exhibit to the registration statement of which this prospectus is a part, subject to such amendments or supplements as may be adopted from time to time. The senior debt indenture is subject to and governed by the Trust Indenture Act. The aggregate principal amount of debt securities which may be issued under the indenture is unlimited and the indenture sets forth the specific terms of any series of debt securities or provide that such terms will be set forth in, or determined pursuant to, an authorizing resolution, as defined in the applicable prospectus supplement, and/or a supplemental indenture, if any, relating to such series.
The specific terms of each series of debt securities will be set forth in the applicable prospectus supplement related thereto.
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The debt securities will be fully and unconditionally guaranteed by Arch Capital, as the guarantor.
SELLING SHAREHOLDERS
To the extent that this prospectus is used by any selling shareholder to resell any Arch Capital common shares, information with respect to the selling shareholder will be contained in a supplement to this prospectus.
PLAN OF DISTRIBUTION
We or selling shareholders may sell the securities:
•    through underwriters or dealers;
•    through agents;
•    directly to purchasers; or
•    through a combination of any such methods of sale.
Any underwriter, dealer or agent may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). If such underwriters, dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.The prospectus supplement relating to any offering of securities by us or any selling shareholders will set forth its offering terms, including the name or names of any underwriters, the name or names of the selling shareholders, if any, the purchase price of the securities and the proceeds to us from such sale, the expenses of the offering, any over-allotment or other options under which the underwriters may purchase additional securities from us or any selling shareholders, any underwriting discounts, commissions and other items constituting underwriters’ compensation, any public offering price, any discount or concessions allowed or reallowed or paid to dealers and any securities exchanges on which the securities may be listed. Only underwriters so named in the prospectus supplement are deemed to be underwriters in connection with the securities offered by us or any selling shareholders within this prospectus.
If underwriters are used in the sale, they will acquire the securities for their own account and may resell them from time to time in one or more transactions, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, or at prices related to such prevailing market prices, or at negotiated prices. The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discounts or concessions allowed or real-lowed or paid to dealers may be changed from time to time.
Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us or any selling shareholders to the agent will be set forth, in the accompanying prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.
If so indicated in the prospectus supplement, we will authorize underwriters, dealers or agents to solicit offers by certain specified institutions to purchase securities from us or any selling shareholders at the public offering price set forth in the accompanying prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. These contracts will be subject to any conditions set forth in the accompanying prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation of these con-tracts. The underwriters and other persons soliciting these contracts will have no responsibility for the validity or performance of any such contracts.
Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities
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originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. Accordingly, no assurance can be given as to the liquidity of or the trading market for any such securities. If commenced, the underwriters may discontinue any of the activities at any time. If any such activities will occur, they will be described in the applicable prospectus supplement.
Underwriters, dealers and agents may be entitled, under agreements entered into with us, to indemnification by us against certain civil liabilities, including liabilities under the Securities Act or to contribution by us to payments they may be required to make in respect thereof.
Certain of the underwriters, agents or dealers and their associates may engage in transactions with and perform services for us in the ordinary course of business.
We or the selling shareholders may use underwriters, dealers or agents with whom we have a material relationship. We will describe in the applicable prospectus supplement, naming the underwriter, dealer or agent, the nature of any such relationship.
Arch Capital’s common shares are quoted on Nasdaq Global Select Market under the symbol “ACGL.” Securities of any of the issuers may be listed on one or more securities exchanges from time to time. Unless we state otherwise in the applicable prospectus supplement, we do not intend to apply for listing of the other securities on any securities exchange or other stock market.
WHERE YOU CAN FIND MORE INFORMATION
Arch Capital
Arch Capital is subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), and in accordance therewith, files annual, quarterly and current reports, proxy statements and other information with the SEC. These reports, proxy statements and other information contain additional information about Arch Capital. Arch Capital’s SEC filings are available to the public over the internet at the SEC’s website at http://www.sec.gov.
Arch Capital Group (U.S.) Inc.
Arch U.S. is not currently subject to the information reporting requirements of the Exchange Act. Arch U.S. is a wholly-owned subsidiary of Arch Capital. Any future issuances of preferred stock or debt securities of Arch U.S. will be fully and unconditionally guaranteed by Arch Capital. See “Description of Arch Capital Group (U.S.) Inc. Preferred Stock” and “Description of Arch Capital Group (U.S.) Inc. Unsecured Debt Securities.”
Arch Capital Finance LLC
Arch Finance is not currently subject to the information reporting requirements of the Exchange Act. Arch Finance is a wholly-owned subsidiary of Arch Capital. Any future issuances of debt securities of Arch Finance will be fully and unconditionally guaranteed by Arch Capital. See “Description of Arch Capital Finance LLC Unsecured Debt Securities.”
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows Arch Capital to “incorporate by reference” information into this prospectus, which means that it can disclose important information by referring you to another document filed separately with the SEC. This prospectus incorporates by reference the documents listed below which have been filed by Arch Capital with the SEC and any future filings with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information in the documents that is deemed to have been furnished and not filed). Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus.
•    Annual report on Form 10-K for the year ended December 31, 2022.
•    Quarterly reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023.
8

•    Proxy Statement on Schedule 14A filed on March 23, 2023 (solely those portions that were incorporated by reference into Part III of the annual report).
•    Current reports on Form 8-K filed February 24, 2023, May 8, 2023, August 24, 2023, October 2, 2023, October 30, 2023 and November 13, 2023 (except for the information furnished under Items 2.02 or 7.01 and the exhibits furnished thereto).
•    The description of the common shares contained in our registration statement on Form 8-A filed on August 23, 2002 pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
•The description of our outstanding 5.45% Non-Cumulative Preferred Shares, Series F, par value US $0.01 per share, contained in our registration statement on Form 8-A filed on August 17, 2017, pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
•    The description of our outstanding 4.55% Non-Cumulative Preferred Shares, Series G, par value US $0.01 per share, contained in our registration statement on Form 8-A filed on June 11, 2021 pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
Arch Capital is also incorporating by reference the information contained in all other documents that it files with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information in the documents that is deemed to have been furnished and not filed), after the date of this prospectus and prior to the termination of an offering shall be deemed to be incorporated by reference into this prospectus. The information contained in any of these documents will be considered part of this prospectus from the date these documents are filed. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.
If you would like to receive a copy of any document incorporated by reference into this prospectus (which will not include any of the exhibits to the document other than those exhibits that are themselves specifically incorporated by reference into this prospectus) or an issuer’s constitutional documents, you should call or write to Arch Capital Group Ltd., Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08 Bermuda, Attention: Secretary (telephone (441) 278-9250). Arch Capital will provide these documents, without charge, by first class mail.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (“PSLRA”) provides a “safe harbor” for forward-looking statements. This prospectus and any accompanying prospectus supplement, as well as the documents incorporated by reference in this prospectus or any accompanying prospectus,or any other written or oral statements made by or on behalf of us may include forward- looking statements, which reflect our current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this prospectus are forward-looking statements. Forward-looking statements, for purposes of the PSLRA or otherwise, can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” and similar statements of a future or forward-looking nature or their negative or variations or similar terminology.
Forward-looking statements involve our current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. Important factors that could cause actual events or results to differ materially from those indicated in such statements are discussed in our periodic reports filed with the SEC.
All subsequent written and oral forward‑looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in our periodic reports filed with the SEC. We undertake no obligation to publicly update or revise any forward‑looking statement, whether as a result of new information, future events or otherwise.
9

LEGAL MATTERS
Certain legal matters with respect to the securities will be passed upon for the issuers by White & Case LLP, New York, New York. Certain legal matters with respect to the securities under the laws of Bermuda will be passed upon for us by Conyers Dill & Pearman Limited, Hamilton, Bermuda.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of Arch Capital for the year ended December 31, 2022, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
With respect to the unaudited financial information of Arch Capital for the three-month periods ended March 31, 2023 and 2022 and the three-month and six-month periods ended June 30, 2023 and 2022, incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated May 4, 2023 and August 2, 2023, incorporated by reference herein state that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited financial information because these reports are not a “report” or a “part” of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.
ENFORCEMENT OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS
We are a Bermuda company. In addition, certain of our directors and officers, as well as certain of the experts named in this prospectus, reside outside the United States, and all or a substantial portion of our assets and their assets are located outside the United States. Therefore, it may be difficult for investors to effect service of process within the United States upon those persons or to recover against us or those persons on judgments of courts in the United States, including judgments based on civil liabilities provisions of the United States federal securities laws. However, investors may serve Arch Capital with process in the United States with respect to actions against us arising out of or in connection with violations of United States federal securities law relating to offers and sales of securities covered by this prospectus by serving National Registered Agents, Inc., 440 9th Avenue, 5th Floor, New York, New York 10001, its United States agent irrevocably appointed for that purpose.
We have been advised by Conyers Dill & Pearman Limited, our Bermuda counsel, that the United States and Bermuda do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. We also have been advised by Conyers Dill & Pearman Limited that there is doubt as to whether the courts of Bermuda would enforce (1) judgments of United States courts based on the civil liability provisions of the United States federal securities laws obtained in actions against us or our directors and officers, and (2) original actions brought in Bermuda against us or our officers and directors based solely upon the United States federal securities laws. A Bermuda court may, however, impose civil liability on us or our directors or officers in a suit brought in the Supreme Court of Bermuda; provided that the facts alleged constitute or give rise to a cause of action under Bermuda law. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under the U.S. federal securities laws, would not be allowed in Bermuda courts to the extent that they are contrary to public policy.
10


ARCH CAPITAL GROUP LTD.
Common Shares, Preference Shares, Unsecured Debt Securities, Depositary Shares Representing Preference Shares or Common Shares, Warrants to Purchase Common Shares, Preference Shares or Debt Securities, Share Purchase Contracts and Share Purchase Units

ARCH CAPITAL GROUP (U.S.) INC.
Preferred Stock Fully and Unconditionally Guaranteed by Arch Capital Group Ltd. and Unsecured Debt Securities Fully and Unconditionally Guaranteed by Arch Capital Group Ltd.

ARCH CAPITAL FINANCE LLC
Unsecured Debt Securities Fully and Unconditionally Guaranteed by Arch Capital Group Ltd.


The date of this prospectus is November 15, 2023.



PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.     Other Expenses of Issuance and Distribution.
The costs and expenses payable by the applicable Registrant in connection with the sale of the securities being registered hereby are not known at this time. An estimate of the amount of costs and expenses with respect to each offering will be included in the applicable prospectus supplement.
Item 15.        Indemnification of Directors and Officers.
Arch Capital Group Ltd.
Section 98 of the Companies Act 1981 of Bermuda provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to Section 281 of the Companies Act 1981 of Bermuda.
The Arch Capital bye-laws provide for it to indemnify its officers, directors and employees to the fullest extent permitted by law.
The Arch Capital bye-laws also provide that expenses (including attorneys’ fees) incurred by one of its officers or directors in defending any civil, criminal, administrative or investigative action, suit or proceeding will be paid by it in advance of the final disposition of such action, suit or proceeding provided that it has requested and received an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by it pursuant to Bermuda law.
The Arch Capital bye-laws also provide that its officers and directors will not be personally liable to it or its 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. Arch Capital maintains directors’ and officers’ liability insurance covering all of its directors and officers against claims arising out of the performance of their duties.
Arch Capital Group (U.S.) Inc.
The Delaware General Corporation Law and the Amended and Restated Certificate of Incorporation of Arch U.S. (the “Charter”) provide for indemnification of the directors and officers for liabilities and expenses incurred in defending actions brought against them in such capacities. The Charter provides that Arch U.S. will indemnify its officers, directors and employees, and such agents as its Board of Directors may designate, and advance expenses in connection therewith to the fullest extent permitted by the General Corporation Law of Delaware.
Arch U.S. maintains directors’ and officers’ liability insurance covering all of its directors and officers against claims arising out of the performance of their duties.
Arch Capital Finance LLC
The Delaware Limited Liability Company Act and the Limited Liability Company Agreement of Arch Finance (the “LLC Agreement”) provide for indemnification of the members, managers and officers for liabilities and expenses incurred in defending actions brought against them in such capacities. The LLC Agreement provides that Arch Finance will indemnify its members, managers and officers, and advance expenses in connection therewith to the fullest extent permitted by the Delaware Limited Liability Company Act.
Arch Finance maintains managers’ and officers’ liability insurance covering all of its managers and officers against claims arising out of the performance of their duties.
II-1

Item 16.        Exhibits.
Exhibit No.
Description
1.1*
Form of Underwriting Agreement (Arch Capital Group Ltd. Equity).
1.2*
Form of Underwriting Agreement (Arch Capital Group Ltd. Debt Securities).
1.3*
Form of Underwriting Agreement (Arch Capital Group Ltd. Share Purchase Contracts).
1.4*
Form of Underwriting Agreement (Arch Capital Group Ltd. Share Purchase Units).
1.5*
Form of Underwriting Agreement (Arch Capital Group (U.S.) Inc. Equity).
1.6*
Form of Underwriting Agreement (Arch Capital Group (U.S.) Inc. Debt Securities).
1.7*
Form of Underwriting Agreement (Arch Capital Finance LLC Debt Securities)
3.1
3.2
3.3
3.4
3.5
3.6
4.1
4.2
4.3
4.4.1
4.4.2
4.4.3
4.4.4
4.4.5
4.4.6
4.4.7
4.4.8
4.5
4.6
II-2

Exhibit No.
Description
4.7
4.8*
Form of Arch Capital Group Ltd. Standard Share Warrant Agreement.
4.9*
Form of Arch Capital Group Ltd. Standard Share Warrant Certificate (included as part of Exhibit 4.8).
4.10*
Form of Arch Capital Group Ltd. Standard Senior Debt Warrant Agreement.
4.11*Form of Arch Capital Group Ltd. Standard Senior Debt Warrant Certificate (included as part of Exhibit 4.9).
4.12
4.13
4.14.1
4.14.2
4.14.3
4.14.4
4.15*
Form of Standard Share Purchase Contract Agreement.
4.16
4.17.1
4.17.2
5.1**
5.2**
15**
23.1**
23.2**
23.3**
24.1**
24.2**
24.3**
25.1**
25.2***
Form T-1 Statement of Eligibility of a Trustee for the Arch Capital Group Ltd. Form of Subordinated Debt Securities Indenture.
25.3**
25.4***
Form T-1 Statement of Eligibility of Trustee for the Arch Capital Group (U.S.) Inc. Form of Subordinated Debt Securities Indenture.
25.5**
107**
*    To be filed as an amendment to this registration statement or as an exhibit to an Exchange Act report of the registrant(s) and incorporated herein by reference.
**    Filed herewith.
***    To be filed as an amendment to this registration statement or as a 305B2 Application.
II-3

Item 17.        Undertakings.
(a)    Each undersigned registrant hereby undertakes:
    (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 of 1933;
    (ii)    to reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
    (iii)    to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by such registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
    (2)    That, for the purpose of determining any liability under the Securities Act of 1933, 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 the purpose of determining any liability under the Securities Act of 1933 to any purchaser:
    (i)    each prospectus filed by such registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
    (ii)    each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
II-4

    (5)    That, for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
    (i)    any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
    (ii)    any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;
    (iii)    the portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and
    (iv)    any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.
(b)    Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(c)    Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
(d)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of such registrant 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, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-5

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pembroke, Country of Bermuda on November 15, 2023.
 ARCH CAPITAL GROUP LTD.
By:/s/ Marc Grandisson
  Name:Marc Grandisson
  Title:Chief Executive Officer (Principal Executive Officer) and Director
Each person whose signature appears below appoints each of François Morin and Louis T. Petrillo, his or her attorney-in-fact and agent, with full power of substitution and resubstitution, to sign and file with the Securities and Exchange Commission any amendments to the registration statement (including post-effective amendments), any registration statement permitted under Rule 462(b) under the Securities Act of 1933 and any amendments thereto and to file with the Securities and Exchange Commission one or more supplements to any prospectus included in any of the foregoing, and generally to do anything else necessary or proper in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Marc Grandisson
Marc Grandisson

Chief Executive Officer (Principal Executive Officer) and Director
November 15, 2023
/s/ François Morin
François Morin

Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Principal Accounting Officer)
November 15, 2023
/s/ John M. Pasquesi
John M. Pasquesi
Chair of the Board
November 15, 2023
/s/ John L. Bunce, Jr.
John L. Bunce, Jr.
Director
November 15, 2023
/s/ Eric W. Doppstadt
Eric W. Doppstadt
Director
November 15, 2023
/s/ Francis Ebong
Francis Ebong
Director
November 15, 2023
/s/ Laurie S. Goodman
Laurie S. Goodman

Director
November 15, 2023


Signature
Title
Date
/s/ Moira Kilcoyne
Moira Kilcoyne
Director
November 15, 2023
/s/ Eileen Mallesch
Eileen Mallesch
Director
November 15, 2023
/s/ Louis J. Paglia
Louis J. Paglia
Director
November 15, 2023
/s/ Brian S. Posner
Brian S. Posner
Director
November 15, 2023
/s/ Eugene S. Sunshine
Eugene S. Sunshine
Director
November 15, 2023
/s/ John D. Vollaro
John D. Vollaro
Director
November 15, 2023
/s/ Thomas R. Watjen
Thomas R. Watjen

Director
November 15, 2023


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 15, 2023.
 
ARCH CAPITAL GROUP (U.S.) INC.
   
By:/s/ Brian First
  Name:Brian First
  Title:President (Principal Executive Officer) and Director of Arch Group (U.S.) Inc.

Each person whose signature appears below appoints each of Thomas Ahern and Louis T. Petrillo, his or her attorney-in-fact and agent, with full power of substitution and resubstitution, to sign and file with the Securities and Exchange Commission any amendments to the registration statement (including post-effective amendments), any registration statement permitted under Rule 462(b) under the Securities Act of 1933 and any amendments thereto and to file with the Securities and Exchange Commission one or more supplements to any prospectus included in any of the foregoing, and generally to do anything else necessary or proper in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Brian First
Brian First
President (Principal Executive Officer) and Director of Arch Capital Group (U.S.) Inc.
November 15, 2023
/s/ Thomas Ahern
Thomas Ahern
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Arch Capital Group (U.S.) Inc.
November 15, 2023
/s/ David Gansberg
David Gansberg
Director of Arch Capital Group (U.S.) Inc.

November 15, 2023
/s/ François Morin
François Morin
Director of Arch Capital Group (U.S.) Inc.

November 15, 2023
/s/ Maamoun Rajeh
Maamoun Rajeh
Director of Arch Capital Group (U.S.) Inc.
November 15, 2023


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 15, 2023
 
ARCH CAPITAL FINANCE LLC
   
By:/s/ Michael Schmeiser
  Name:Michael Schmeiser
  Title:Chief Executive Officer and President (Principal Executive Officer) and Manager of Arch Capital Finance LLC

Each person whose signature appears below appoints each of Thomas Jeter and Louis T. Petrillo, his or her attorney-in-fact and agent, with full power of substitution and resubstitution, to sign and file with the Securities and Exchange Commission any amendments to the registration statement (including post-effective amendments), any registration statement permitted under Rule 462(b) under the Securities Act of 1933 and any amendments thereto and to file with the Securities and Exchange Commission one or more supplements to any prospectus included in any of the foregoing, and generally to do anything else necessary or proper in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Michael Schmeiser
Michael Schmeiser
Chief Executive Officer and President (Principal Executive Officer) and Manager of Arch Capital Finance LLC
November 15, 2023
/s/ Thomas Jeter
Thomas Jeter
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Arch Capital Finance LLC
November 15, 2023
/s/ David Gansberg
David Gansberg
Manager of Arch Capital Finance LLC
November 15, 2023
/s/ François Morin
François Morin
Manager of Arch Capital Finance LLC
November 15, 2023
/s/ Maamoun Rajeh
Maamoun Rajeh
Manager of Arch Capital Finance LLC
November 15, 2023



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-3 in the United States, in the City of Newark, State of Delaware, on November 15, 2023.
 
PUGLISI & ASSOCIATES
   
By:/s/ Donald J. Puglisi
  Name:Donald J. Puglisi
  Title:Managing Director



EXHIBIT 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Arch Capital Group Ltd.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type
Security Class Title
Fee Calculation or Carry Forward Rule
Amount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee
Rate
Amount of Registration Fee
Carry Forward Form Type
Carry Forward File Number
Carry Forward Initial Effective Date
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid
Equity
Arch Capital Group Ltd. Common Shares, par value U.S.$0.0011 per common share(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Equity
Arch Capital Group Ltd. Preference Shares, par value U.S.$0.01 per preference share(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Debt
Arch Capital Group Ltd. Unsecured debt securities(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Other
Arch Capital Group Ltd. Depositary shares(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Other
Arch Capital Group Ltd. Warrants to purchase common shares(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Other
Arch Capital Group Ltd. Warrants to purchase preference shares(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Other
Arch Capital Group Ltd. Warrants to purchase debt securities(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Other
Arch Capital Group Ltd. Share purchase contracts(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Other
Arch Capital Group Ltd. Share purchase units(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Equity
Arch Capital Group (U.S.) Inc. Preferred stock, par value U.S.$0.01 per share(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)


Debt
Arch Capital Group (U.S.) Inc. Unsecured debt securities(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Other
Arch Capital Group Ltd. Guarantees of Arch Capital Group (U.S.) Inc. Unsecured debt securities(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Debt
Arch Capital Finance LLC Unsecured Debt securities(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Other
Arch Capital Group Ltd. Guarantees of Arch Capital Finance LLC Unsecured Debt securities(1)
Rule 456(b) and Rule 457(r)(2)
––(3)
––(3)
––(3)
––(2)
––(2)
Fees Previously Paid
––
––
––
––
––
––
––
Carry Forward Securities
Carry Forward Securities
––
––
––
––
––
––
––
––
––
Total Offering Amounts
––
––
Total Fees Previously Paid
––
Total Fee Offsets
––
Net Fee Due
––
(1)Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable on exercise conversion or exchange of other securities.
(2)An indeterminate amount of securities to be offered from time to time at indeterminate prices is being registered pursuant to this registration statement. The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r).
(3)An indeterminate aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices.
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Exhibit 5.1
[Conyers Dill & Pearman Limited Letterhead]


15 November 2023
Matter No.: 319142
441 298 7889
sarah.lusher@conyers.com

Arch Capital Group Ltd.
Waterloo House
100 Pitts Bay Road
Pembroke HM 08
Bermuda

Dears 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-3 (Registration No. 333- ) filed with the U.S. Securities and Exchange Commission (the "Commission") on 15 November 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 shelf registration under the U.S. Securities Act of 1933, as amended, (the "Securities Act") of (i) common shares, par value US$0.0011 each of the Company ("Common Shares"), (ii) preference shares, par value US$0.01 each of the Company ("Preference Shares" and, together with Common Shares, "Equity Securities", which term includes any common shares or preference shares to be issued pursuant to the conversion, exchange or exercise of any other Securities), (iii) unsecured senior debt securities of the Company ("Senior Debt Securities"), (iv) unsecured senior subordinated debt securities of the Company ("Subordinated Debt Securities" and, together with Senior Debt Securities, "Debt Securities"), (v) depositary shares of the Company representing Common Shares or Preference Shares (“Depositary Shares”), (vi) warrants to purchase Common Shares, Preference Shares or Debt Securities (collectively, the “Warrants”), (vii) share purchase contracts (“Contracts”), (viii) share purchase units (“Units”), (ix) preferred stock, par value U.S.$0.01 each of Arch Capital Group (U.S.) Inc. (“Arch-U.S.”) (the “Arch-U.S. Preferred Stock”), guaranteed by the Company (the “Arch-U.S. Preferred Stock Guarantee”), (x) unsecured senior debt securities of Arch-U.S. (“Arch-U.S. Senior Debt Securities”), guaranteed by the Company (the “Arch-U.S. Senior Debt Securities Guarantee”), (xi) unsecured subordinated debt securities of Arch-U.S. (“Arch-U.S. Subordinated Debt Securities” and, together with the Arch-U S. Senior Debt Securities, the “Arch-U.S. Debt Securities”), guaranteed by the Company (the “Arch-U.S. Subordinated Debt Securities Guarantee”) and (xii) unsecured senior debt securities of Arch Capital Finance LLC (“Arch Finance Debt Securities”), guaranteed by the Company (the “Arch Finance Debt Securities Guarantee” and, together with the Arch-U.S. Preferred
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Stock Guarantee, the Arch-U.S. Senior Debt Securities Guarantee and the Arch-U.S. Subordinated Debt Securities Guarantee, the “Guarantees”) (the securities referred to in items (i) through (xii) above are herein sometimes collectively referred to as, the "Securities").

1.DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed:

1.1.     copies of the memorandum of association and the bye-laws of the Company (together, the “Constitutional Documents”), each certified by the Secretary of the Company on 14 November 2023;
1.2.    copies of minutes of a meeting of its directors held on 10 November 2023 (the "Resolutions") certified by the Secretary of the Company on 14 November 2023; and

1.3.    such 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:

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

2.2.    that 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;

2.3.    The accuracy and completeness of all factual representations made in the         Registration Statement and other documents reviewed by us;

2.4.    that the Resolutions 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, and will not be, rescinded or amended;

2.5.    that the Company will issue the Securities in furtherance of its objects as set out in its memorandum of association;

2.6.     that the Constitutional Documents will not be amended in any manner that would affect the opinions expressed herein;
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2.7.     that 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;

2.8.     that the Company will have sufficient authorised capital to effect the issue of any of the Equity Securities at the time of issuance, whether as a principal issue or on the conversion, exchange or exercise of any Securities;

2.9.     that the Company's shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended (the "Companies Act"), and the consent to the issue and free transfer of the Securities given by the Bermuda Monetary Authority as of 23 April 2004 will not have been revoked or amended at the time of issuance of any Securities;

2.10.     that the form and terms of any and all Securities (including, without limitation, the designation, powers, preferences, rights, qualifications, limitations and restrictions of Preference Shares) or other securities (or other obligations, rights, currencies, commodities or other subject matter) comprising the same or subject thereto (in the case of the Warrants and Units), the issuance and sale thereof by the Company, and the Company’s incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the Constitutional Documents nor any applicable law, regulation, order or decree in Bermuda;

2.11.    that all necessary corporate action will be taken to authorise and approve any issuance of Securities (including, if Preference Shares are to be issued, all necessary corporate action to establish one or more series of Preference Shares and fix the designation, powers, preferences, rights, qualifications, limitations and restrictions thereof), the terms of the offering thereof and related matters, and that the applicable definitive purchase, underwriting or similar agreement and, if Debt Securities are to be issued, the applicable indenture and any applicable supplements thereto, will be duly approved, executed and delivered by or on behalf of the Company and all other parties thereto;

2.12.    that the applicable purchase, underwriting or similar agreement, any Debt Security, any indenture and any supplement thereto and any other agreement or other document relating to any Security will be valid and binding in accordance with its terms pursuant to its governing law;

2.13.    that the issuance and sale of and payment for the Securities will be in accordance with the applicable purchase, underwriting or similar agreement duly approved by the Board of Directors, the Registration Statement (including the prospectus set forth therein and any applicable supplement thereto) and, if Debt Securities are to be issued, the applicable indenture and any applicable supplements thereto;

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2.14. that, upon the issue of any Equity Securities, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; and

2.15.    that the Company will comply, to the extent applicable, with the requirements of Part III of the Companies Act entitled "Prospectuses and Public Offers".

3.     QUALIFICATIONS

3.1.    The obligations of the Company in connection with any Security and any indenture or other agreement or document relating thereto:

(a)will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions;

(b)will be subject to statutory limitation of the time within which proceedings may be brought;

(c)will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available;

(d)may not be given effect to by a Bermuda court if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and

(e)may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.

3.2.    "Non-assessability" is not a legal concept under Bermuda law, but when we describe the Common Shares and/or Preference Shares herein as being "non-assessable" we mean, subject to any contrary provision in any agreement between the Company and any one of its members holding any of the Common Shares and Preference Shares (but only with respect to such member), that no further sums are payable with respect to the issue of such shares and no member shall be bound by an alteration in the Constitutional Documents after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional Common Shares or Preference
4


Shares or in any way increases its liability to contribute to the share capital of, or otherwise pay money to, the Company.

3.3.    We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This 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. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Securities by the Company as described in the Registration Statement and is not to be relied upon in respect of any other matter.

4.    OPINIONS

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

4.1.    The 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).

4.2.    Upon the due issuance of the Equity Securities and payment of the consideration therefor, such Equity Securities will be validly issued, fully paid and non-assessable.

4.3.    Upon the due issuance of:

(a)Senior Debt Securities of any series;
(b)Subordinated Debt Securities of any series;
(c)Depositary Shares;
(d)Common Share Warrants;
(e)Preference Share Warrants;
(f)Debt Security Warrants;
(g)Contracts;
(h)Units; and/or
(i)Guarantees,
and payment of the consideration therefor (or, in the case of the Guarantees, the related Arch U.S. Debt Securities and the related Arch Finance Debt Securities), such Securities will be validly issued and (except in the case of any Equity Securities forming part of a Unit) will constitute valid and binding obligations of the Company in accordance with the terms thereof.

5


We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption Legal Matters” and “Enforcement of Civil Liabilities under United States Federal Securities Laws” in the prospectus forming a part of 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
6


Exhibit 5.2
[White & Case LLP Letterhead]


November 15, 2023

Arch Capital Group Ltd.
Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08
Bermuda

Arch Capital Group (U.S.) Inc.
Harborside Financial Center
300 Plaza Three, 3rd Floor
Jersey City, NJ 07311

Arch Capital Finance LLC
360 Hamilton Avenue, Suite 600
White Plains, NY 10601


Re:    Arch Capital Group Ltd., Arch Capital Group (U.S.) Inc. and Arch Capital Finance LLC – Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as New York counsel to Arch Capital Group Ltd., a Bermuda exempted company (the “Company”), Arch Capital Group (U.S.) Inc., a Delaware corporation (“Arch US”), and Arch Capital Finance LLC (“Arch Finance” and, together with the Company and Arch US, the “Registrants”) in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (as amended, the “Registration Statement”) and the related base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), relating to (A) the registration for issue and sale by the Company from time to time, under the Securities Act of 1933, as amended (the “Securities Act”), of one or more of the following securities of the Company: (i) the Company’s common shares, par value U.S.$0.0011 per share (the “Common Shares”), (ii) preference shares, par value U.S.$0.01 per share (the “Preference Shares”), (iii) debt securities consisting of debentures, notes or other evidences of indebtedness representing unsecured, unsubordinated obligations of the Company (the “Senior Debt Securities”), (iv) debt securities consisting of debentures, notes or other evidences of indebtedness representing unsecured, subordinated obligations of the Company (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”), (v) depositary shares representing Common Shares or Preference Shares (the “Depositary Shares”), (vi) warrants to purchase Common Shares (the “Common Share Warrants”), (vii) warrants to purchase Preference Shares (the “Preference Share Warrants”), (viii) warrants to purchase Debt Securities (the “Debt Securities Warrants”), (ix) Common Share purchase contracts obligating the holders thereof to purchase from the Company, and the Company to sell to such holders, or obligating the Company to purchase from the holders thereof, and such holders to sell to the Company, at a future date, a specified number of Common Shares (the “Common Share Purchase Contracts”), (x) Common Share purchase units (the “Common Share Purchase Units”) consisting of one or more Common Share Purchase Contracts and any one or more of (a) debt or equity obligations of third parties, including, but not limited to U.S. Treasury securities, (b) Preference Shares, (c) Senior Debt Securities, (d) Subordinated Debt Securities, (e) Arch US Preferred Stock (as defined below), (f) Arch US Senior Debt Securities (as defined below), (g) Arch US Subordinated Debt Securities (as defined below) and (h) Arch Finance Senior Debt Securities (as defined below), (xi) guarantees of the Arch US Preferred Stock (the “Arch US Preferred Stock Guarantee”), (xii) guarantees of the Arch US Senior Debt Securities (the “Arch US Senior Debt Securities Guarantee”), (xiii) guarantees of the Arch US Subordinated Debt
1


Securities (the “Arch US Subordinated Debt Securities Guarantee”) and (xiv) guarantees of the Arch Finance Senior Debt Securities (the “Arch Finance Senior Debt Securities Guarantee”); (B) the registration for issue and sale by Arch US from time to time, under the Securities Act, of one or more of the following securities of Arch US: (i) Arch US’ preferred stock, par value U.S.$0.01 per share (the “Arch US Preferred Stock”), which will have the benefit of the Arch US Preferred Stock Guarantee, (ii) debt securities consisting of debentures, notes or other evidences of indebtedness representing unsecured, unsubordinated obligations of Arch US (the “Arch US Senior Debt Securities”), which will have the benefit of the Arch US Senior Debt Securities Guarantee and (iii) debt securities consisting of debentures, notes or other evidences of indebtedness representing unsecured, subordinated obligations of Arch US (the “Arch US Subordinated Debt Securities”), which will have the benefit of the Arch US Subordinated Debt Securities Guarantee; (C) the registration for issue and sale by Arch Finance from time to time, under the Securities Act, of Arch Finance’s debt securities consisting of debentures, notes or other evidences of indebtedness representing unsecured, unsubordinated obligations of Arch Finance (the “Arch Finance Senior Debt Securities”), which will have the benefit of the Arch Finance Senior Debt Securities Guarantee; and (D) the registration for sale by selling shareholders of the Company from time to time, under the Securities Act, of Common Shares, in each case as contemplated by the Registration Statement.
This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Securities.
In connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the Registration Statement and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Registrants as we deemed necessary for the purposes of the opinion set forth in this opinion letter:
(a)the Registration Statement;
(b)the indenture, dated as of May 4, 2004 (the “Senior Debt Indenture”), between the Company and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A.;
(c)the form of indenture, to be dated on or about the date of first issuance of the Subordinated Debt Securities thereunder (the “Subordinated Debt Indenture”), between the Company and a third party to be identified therein as trustee;
(d)the indenture, dated as of December 13, 2013 (the “Arch US Senior Debt Indenture”), by and among Arch US, as issuer, the Company, as guarantor, and The Bank of New York Mellon, as trustee;
(e)the form of indenture, to be dated on or about the date of first issuance of Arch US Subordinated Debt Securities thereunder (the “Arch US Subordinated Debt Indenture”), by and among Arch US, as issuer, the Company, as guarantor and a third party to be identified therein as trustee;
(f)the indenture, dated as of December 8, 2016 (the “Arch Finance Senior Debt Indenture”), by and among Arch Finance, as issuer, the Company, as guarantor, and The Bank of New York Mellon, as trustee;
(g)the form of Arch US Preferred Stock Guarantee;
(h)the form of Arch US Senior Debt Securities Guarantee;
(i)the form of Arch US Subordinated Debt Securities Guarantee; and
(j)the form of Arch Finance Senior Debt Securities Guarantee.
2


The Common Shares, the Preference Shares, the Senior Debt Securities, the Subordinated Debt Securities, the Depositary Shares, the Common Share Warrants, the Preference Share Warrants, the Debt Securities Warrants, the Common Share Purchase Contracts, the Common Share Purchase Units, the Arch US Preferred Stock, the Arch US Senior Debt Securities, the Arch US Subordinated Debt Securities, the Arch Finance Senior Debt Securities, the Arch US Preferred Stock Guarantee, the Arch US Senior Debt Securities Guarantee, the Arch US Subordinated Debt Securities Guarantee and the Arch Finance Senior Debt Securities Guarantee that may be registered pursuant to any subsequent registration statement that the Registrants may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection with an offering by the Registrants contemplated by the Registration Statement, are referred to herein collectively as the “Securities.” The Senior Debt Indenture, the Subordinated Debt Indenture, the Arch US Senior Debt Indenture, the Arch US Subordinated Debt Indenture and the Arch Finance Senior Debt Indenture are referred to herein collectively as the “Indentures.” The Arch US Preferred Stock Guarantee, the Arch US Senior Debt Securities Guarantee, the Arch US Subordinated Debt Securities Guarantee and the Arch Finance Senior Debt Securities Guarantee are referred to herein collectively as the “Guarantees.” The Indentures, the Guarantees, any Deposit Agreement (as defined below), any Common Share Warrant Agreement (as defined below), any Preference Share Warrant Agreement (as defined below), any Debt Securities Warrant Agreement (as defined below), any Common Share Purchase Contracts and any Common Share Purchase Units are referred to herein collectively as the “Agreements.” The Securities that are being registered under the Registration Statement will have an indeterminate aggregate initial offering price and will be offered on a continued or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.
We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Registrants and of public officials and upon statements and information furnished by officers and representatives of the Registrants with respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the opinions expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us and the accuracy of all statements in certificates of officers of the Registrants that we reviewed.
In addition, in rendering the opinions expressed below, we have assumed that: (i) the Registration Statement and any supplements and amendments thereto will comply with all applicable laws (and will remain effective and in compliance at the time of issuance of any Securities thereunder), (ii) a prospectus supplement describing each class or series of Securities offered pursuant to the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Commission, will be timely filed with the Commission and will comply with all applicable laws, (iii) the definitive terms of each class or series of Securities will have been established in accordance with the authorizing resolutions adopted by the Registrant’s board of directors (or an authorized committee thereof), any Certificate of Designation (as defined below), as applicable, applicable law and in conformity with such Security’s applicable Agreement, (iv) the Registrant will issue and deliver the Securities in the manner contemplated by the Registration Statement including the Prospectus; (v) the resolutions authorizing the Registrant to issue, offer and sell the Securities will have been adopted by such Registrant’s board of directors (or an authorized committee thereof) and will be in full force and effect at all times when the Securities are offered or sold by such Registrant, (vi) each party to each Agreement is or will be duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and has, and had at all relevant times, full power and authority to execute and deliver, and to perform its obligations under, each Agreement to which it is a party, (vii) that each of the Debt Securities, the Arch US Senior Debt Securities, the Arch US Subordinated Debt Securities, the Arch Finance Senior Debt Securities, the Guarantees and any Agreement will be governed by the internal laws of the State of New York, (viii) that the applicable Indentures will have been duly qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), (ix) the applicable Arch US Debt Securities Guarantees or Arch Finance Senior Debt Securities Guarantee will have been duly qualified under the TIA, (x) that each Agreement will be duly authorized, executed and delivered, by all of the parties thereto, and each party to each of the
3


Agreements will satisfy all other legal requirements that are applicable to it to the extent necessary to make each Agreement enforceable against it, (xi) that each Agreement will constitute the valid, binding and enforceable obligation of all of the parties thereto under all applicable laws; provided, however, that this assumption is not made as to the Registrants to the extent expressly addressed in our opinion in this opinion letter, (xii) that the execution and delivery of, and the performance of its obligations under, each Agreement by each party thereto will not (A) contravene such party’s articles or certificate of incorporation, by-laws or similar organizational documents, (B) contravene any laws or governmental rules or regulations that may be applicable to such party or its assets, (C) contravene any judicial or administrative judgment, injunction, order or decree that is binding upon such party or its assets, or (D) breach or result in a default under any contract, indenture, lease, or other agreement or instrument applicable to or binding upon such party or its assets, (xiii) that all consents, approvals, licenses, authorizations, orders of, and all filings or registrations with, any governmental or regulatory authority or agency required under the laws of any jurisdiction for the execution and delivery of, and the performance of its obligations under, each Agreement by each party thereto will be obtained or made and are in full force and effect and (xiv) that there are no agreements or other arrangements that modify, supersede, novate, terminate or otherwise alter any of the terms of any Agreement.
With respect to any Securities consisting of any series of Arch US Preferred Stock, we have further assumed that: (i) the certificate of designation, approved by appropriate corporate action, relating to the Arch US Preferred Stock establishing the designations, preferences and rights of the class or series of Preferred Stock (the “Certificate of Designation”), will have been authorized, executed and filed with the Secretary of State of the State of Delaware and (ii) the Arch US Preferred Stock will be authorized, executed, countersigned by the registrar and transfer agent therefor and delivered by Arch US in accordance with the provisions of the Certificate of Designation and applicable laws and sold as contemplated in the Registration Statement.
Based upon the foregoing assumptions and assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that:
1.When the Senior Debt Securities are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Senior Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
2.When the Subordinated Debt Securities are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Subordinated Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
3.When the Arch US Senior Debt Securities are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Arch US Senior Debt Securities will constitute valid and binding obligations of Arch US, enforceable against Arch US in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
4.When the Arch US Senior Debt Securities are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Arch US Senior Debt Securities Guarantee will constitute valid and binding obligations of the
4


Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
5.When the Arch US Subordinated Debt Securities are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Arch US Subordinated Debt Securities will constitute valid and binding obligations of Arch US, enforceable against Arch US in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
6.When the Arch US Subordinated Debt Securities are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Arch US Subordinated Debt Securities Guarantee will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
7.When the Arch Finance Senior Debt Securities are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Arch Finance Senior Debt Securities will constitute valid and binding obligations of Arch Finance, enforceable against Arch Finance in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
8.When the Arch Finance Senior Debt Securities are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Arch Finance Senior Debt Securities Guarantee will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
9.Insofar as the General Corporation Law of the State of Delaware (the “DGCL”) is applicable thereto, and when the shares of such series of Arch US Preferred Stock have been issued and delivered against payment therefor in an amount in excess of the par value thereof, as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, such shares of Arch US Preferred Stock will be validly issued, fully paid and non-assessable.
10.Insofar as the DGCL is applicable thereto, and when the shares of such series of Arch US Preferred Stock have been issued and delivered against payment therefor in an amount in excess of the par value thereof, as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Arch US Preferred Stock Guarantee will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
5


11.When the Depositary Shares, in the form included in the deposit agreement pursuant to which the Depositary Shares will be issued (the “Deposit Agreement”), are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Depositary Shares will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
12.When the Common Share Warrants, in the form included in the warrant agreement pursuant to which the Common Share Warrants will be issued (the “Common Share Warrant Agreement”), are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Common Share Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
13.When the Preference Share Warrants, in the form included in the warrant agreement pursuant to which the Preference Share Warrants will be issued (the “Preference Share Warrant Agreement”), are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Preference Share Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
14.When the Debt Securities Warrants, in the form included in the warrant agreement to which the Debt Securities Warrants will be issued (the “Debt Securities Warrant Agreement”), are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Debt Securities Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
15.When the Common Share Purchase Contracts are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Common Share Purchase Contracts will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
16.When the Common Share Purchase Units are delivered and paid for as contemplated by any applicable purchase or underwriting agreement and the Registration Statement, the Common Share Purchase Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).
6


The opinion expressed above is limited to questions arising under the law of the State of New York and the Delaware General Corporation Law. We do not express any opinion as to the laws of any other jurisdiction. Various issues concerning the laws of Bermuda are addressed in the opinion of Conyers Dill & Pearman filed as an exhibit to the Registration Statement. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with the Registrants’ consent, assumed such matters.
This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.
The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,

/s/ White & Case LLP



KPD : RS : AAC
7



Exhibit 15

November 15, 2023


Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We are aware that our reports dated May 4, 2023 and August 2, 2023 on our reviews of interim financial statements of Arch Capital Group Ltd. (the “Company”), which are included in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 are incorporated by reference in this Registration Statement on Form S-3.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

New York, NY







Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 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. We also consent to the reference to us under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP New York, New York
November 15, 2023

Exhibit 25.1
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank)		13-5160382
(I.R.S. employer
identification no.)
240 Greenwich Street, New York, N.Y.
(Address of principal executive offices)		10286
(Zip code)
___________________________
ARCH CAPITAL GROUP LTD.
(Exact name of obligor as specified in its charter)
Bermuda
(State or other jurisdiction of
incorporation or organization)
98-0374481
(I.R.S. employer
identification no.)
Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)




(Zip code)
___________________________
Senior Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

8715312v.1

1.    General information. Furnish the following information as to the Trustee:
(a)    Name and address of each examining or supervising authority to which it is subject.
Name
Address
Superintendent of the Department of Financial Services of the State of New York
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation
550 17th Street, NW
Washington, D.C. 20429
The Clearing House Association L.L.C.
100 Broad Street
New York, N.Y. 10004
(b)    Whether it is authorized to exercise corporate trust powers.
Yes.
2.    Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16.    List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1.    A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
- 2 -

4.    A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-261533).
6.    The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).
7.    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the
1st day of November, 2023.

 THE BANK OF NEW YORK MELLON
   
 By:
/s/ Stacey B. Poindexter
 Name:
Stacey B. Poindexter
 Title: Vice President
- 4 -

Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2023, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS
Dollar amounts in thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin
4,283,000
Interest-bearing balances
126,597,000
Securities:
Held-to-maturity securities
53,162,000
Available-for-sale debt securities
80,744,000
Equity securities with readily determinable fair values not held for trading
0
Federal funds sold and securities purchased under agreements to resell:
   Federal funds sold in domestic offices
0
   Securities purchased under agreements to resell
19,336,000
Loans and lease financing receivables:
Loans and leases held for sale
3,000
Loans and leases held for investment
30,382,000
LESS: Allowance for loan and
lease losses
162,000
Loans and leases held for investment, net of allowance
30,220,000
Trading assets
4,969,000
Premises and fixed assets (including capitalized leases)
2,820,000
Other real estate owned
3,000
Investments in unconsolidated subsidiaries and associated companies
1,229,000
Direct and indirect investments in real estate ventures ………………………………………….
            0
Intangible assets
6,942,000
Other assets
18,318,000
Total assets
348,626,000
- 5 -

LIABILITIES
Deposits:
In domestic offices
193,689,000
Noninterest-bearing
65,533,000
Interest-bearing
128,156,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs
101,602,000
Noninterest-bearing
5,813,000
Interest-bearing
95,789,000
Federal funds purchased and securities sold under agreements to repurchase:
   Federal funds purchased in domestic offices
0
   Securities sold under agreements to
     repurchase
12,159,000
Trading liabilities
2,642,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
2,492,000
Not applicable
Not applicable
Subordinated notes and debentures
0
Other liabilities
8,833,000
Total liabilities
321,417,000
EQUITY CAPITAL
Perpetual preferred stock and related
surplus
0
Common stock
1,135,000
Surplus (exclude all surplus related to preferred stock)
12,112,000
Retained earnings
18,070,000
Accumulated other comprehensive income
-4,108,000
Other equity capital components
0
Total bank equity capital
27,209,000
Noncontrolling (minority) interests in
consolidated subsidiaries
0
Total equity capital
27,209,000
Total liabilities and equity capital
348,626,000

- 6 -

I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Dermot McDonogh
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.


Robin A. Vince
Jeffrey A. Goldstein
Joseph J. Echevarria
Directors

- 7 -
Exhibit 25.3
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank)		13-5160382
(I.R.S. employer
identification no.)
240 Greenwich Street, New York, N.Y.
(Address of principal executive offices)		10286
(Zip code)

___________________________
ARCH CAPITAL GROUP (U.S.) INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)		06-1424716
(I.R.S. employer
identification no.)

Harborside Financial Center
300 Plaza Three, 3rd Floor
Jersey City, New Jersey
(Address of principal executive offices)



07311
(Zip code)



8715312v.1

ARCH CAPITAL GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of
incorporation or organization)
98-0374481
(I.R.S. employer
identification no.)

Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)




(Zip code)

___________________________
Senior Debt Securities
and Guarantees of Senior Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

- 2 -

1.    General information. Furnish the following information as to the Trustee:
(a)    Name and address of each examining or supervising authority to which it is subject.
Name
Address
Superintendent of the Department of Financial Services of the State of New York
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation
550 17th Street, NW
Washington, D.C. 20429
The Clearing House Association L.L.C.
100 Broad Street
New York, N.Y. 10004
(b)    Whether it is authorized to exercise corporate trust powers.
Yes.
2.    Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16.    List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1.    A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
- 3 -

4.    A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-261533).
6.    The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).
7.    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 4 -

SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the
1st day of November, 2023.

 THE BANK OF NEW YORK MELLON
   
 By:
/s/ Stacey B. Poindexter
 Name:
Stacey B. Poindexter
 Title: Vice President
- 5 -

Exhibit 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2023, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS
Dollar amounts in thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin
4,283,000
Interest-bearing balances
126,597,000
Securities:
Held-to-maturity securities
53,162,000
Available-for-sale debt securities
80,744,000
Equity securities with readily determinable fair values not held for trading
0
Federal funds sold and securities purchased under agreements to resell:
   Federal funds sold in domestic offices
0
   Securities purchased under agreements to resell
19,336,000
Loans and lease financing receivables:
Loans and leases held for sale
3,000
Loans and leases held for investment
30,382,000
LESS: Allowance for loan and
lease losses
162,000
Loans and leases held for investment, net of allowance
30,220,000
Trading assets
4,969,000
Premises and fixed assets (including capitalized leases)
2,820,000
Other real estate owned
3,000
Investments in unconsolidated subsidiaries and associated companies
1,229,000
Direct and indirect investments in real estate ventures ………………………………………….
            0
Intangible assets
6,942,000
Other assets
18,318,000
Total assets
348,626,000
- 6 -

LIABILITIES
Deposits:
In domestic offices
193,689,000
Noninterest-bearing
65,533,000
Interest-bearing
128,156,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs
101,602,000
Noninterest-bearing
5,813,000
Interest-bearing
95,789,000
Federal funds purchased and securities sold under agreements to repurchase:
   Federal funds purchased in domestic offices
0
   Securities sold under agreements to
     repurchase
12,159,000
Trading liabilities
2,642,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
2,492,000
Not applicable
Not applicable
Subordinated notes and debentures
0
Other liabilities
8,833,000
Total liabilities
321,417,000
EQUITY CAPITAL
Perpetual preferred stock and related
surplus
0
Common stock
1,135,000
Surplus (exclude all surplus related to preferred stock)
12,112,000
Retained earnings
18,070,000
Accumulated other comprehensive income
-4,108,000
Other equity capital components
0
Total bank equity capital
27,209,000
Noncontrolling (minority) interests in
consolidated subsidiaries
0
Total equity capital
27,209,000
Total liabilities and equity capital
348,626,000


- 7 -

I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Dermot McDonogh
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.


Robin A. Vince
JeffreyA. Goldstein
Joseph J. Echevarria

Directors


- 8 -
Exhibit 25.5
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank)		13-5160382
(I.R.S. employer
identification no.)
240 Greenwich Street, New York, N.Y.
(Address of principal executive offices)		10286
(Zip code)

___________________________
ARCH CAPITAL FINANCE LLC
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)		46-1950584
(I.R.S. employer
identification no.)

360 Hamilton Avenue, Suite 600
White Plains, New York
(Address of principal executive offices)


10601
(Zip code)



7752135v.1

ARCH CAPITAL GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of
incorporation or organization)
98-0374481
(I.R.S. employer
identification no.)

Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)




(Zip code)

___________________________
Senior Debt Securities
and Guarantees of Senior Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

- 2 -

1.    General information. Furnish the following information as to the Trustee:
(a)    Name and address of each examining or supervising authority to which it is subject.
Name
Address
Superintendent of the Department of Financial Services of the State of New York
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation
550 17th Street, NW
Washington, D.C. 20429
The Clearing House Association L.L.C.
100 Broad Street
New York, N.Y. 10004
(b)    Whether it is authorized to exercise corporate trust powers.
Yes.
2.    Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16.    List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1.    A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
- 3 -

4.    A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-261533).
6.    The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).
7.    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 4 -

SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the
1st day of November, 2023.
 THE BANK OF NEW YORK MELLON
   
 By:
/s/ Stacey B. Poindexter
 Name:
Stacey B. Poindexter
 Title: Vice President
- 5 -

Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2023, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS
Dollar amounts in thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin
4,283,000
Interest-bearing balances
126,597,000
Securities:
Held-to-maturity securities
53,162,000
Available-for-sale debt securities
80,744,000
Equity securities with readily determinable fair values not held for trading
0
Federal funds sold and securities purchased under agreements to resell:
   Federal funds sold in domestic offices
0
   Securities purchased under agreements to resell
19,336,000
Loans and lease financing receivables:
Loans and leases held for sale
3,000
Loans and leases held for investment
30,382,000
LESS: Allowance for loan and
lease losses
162,000
Loans and leases held for investment, net of allowance
30,220,000
Trading assets
4,969,000
Premises and fixed assets (including capitalized leases)
2,820,000
Other real estate owned
3,000
Investments in unconsolidated subsidiaries and associated companies
1,229,000
Direct and indirect investments in real estate ventures ………………………………………….
            0
Intangible assets
6,942,000
Other assets
18,318,000
Total assets
348,626,000
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LIABILITIES
Deposits:
In domestic offices
193,689,000
Noninterest-bearing
65,533,000
Interest-bearing
128,156,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs
101,602,000
Noninterest-bearing
5,813,000
Interest-bearing
95,789,000
Federal funds purchased and securities sold under agreements to repurchase:
   Federal funds purchased in domestic offices
0
   Securities sold under agreements to
     repurchase
12,159,000
Trading liabilities
2,642,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
2,492,000
Not applicable
Not applicable
Subordinated notes and debentures
0
Other liabilities
8,833,000
Total liabilities
321,417,000
EQUITY CAPITAL
Perpetual preferred stock and related
surplus
0
Common stock
1,135,000
Surplus (exclude all surplus related to preferred stock)
12,112,000
Retained earnings
18,070,000
Accumulated other comprehensive income
-4,108,000
Other equity capital components
0
Total bank equity capital
27,209,000
Noncontrolling (minority) interests in
consolidated subsidiaries
0
Total equity capital
27,209,000
Total liabilities and equity capital
348,626,000

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I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Dermot McDonogh
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.


Robin A. Vince
Jeffrey A. Goldstein
Joseph J. Echevarria
Directors

- 8 -
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