1.DESCRIPTION OF THE PLAN
The following description of the Employee Savings and Stock Ownership Plan of General Re Corporation and its Domestic Subsidiaries (referred to herein as the “Plan” or the “Plan Document”) is provided for general information purposes only. Participants should refer to the Plan Document for a more complete description of the Plan’s provisions.
General – The Plan is a defined contribution plan covering employees of General Re Corporation (“Gen Re”), and its Domestic Subsidiaries who are regularly scheduled to complete at least one thousand hours of service (“Company Service”) per year. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Gen Re is a wholly-owned subsidiary of Berkshire Hathaway Inc.
Employee Stock Ownership Plan – In July 1989, Gen Re established a leveraged Employee Stock Ownership Plan (“ESOP”) which is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code (“IRC”) of 1986, as amended, and is subject to the applicable provisions of ERISA. The Plan entered into a $150,000,000 term loan agreement (the “Loan”) with the Plan sponsor, Gen Re. The Loan provided for annual payments of principal and interest and was initially to be repaid in full by 2014, with an interest rate of 9.25%. The proceeds of the Loan were used by the Plan to purchase 1,754,386 shares of 7-1/4% cumulative convertible preferred stock of Gen Re (“Preferred Stock”), which was used as collateral for the Loan. The Loan was guaranteed by the Plan sponsor.
On December 21, 1998, Gen Re merged with Berkshire Hathaway Inc. At that time, the Plan trustee, State Street Bank and Trust Company (“State Street”), converted 1,686,721 shares of Preferred Stock, which was the amount outstanding as of December 21, 1998, into 177,106 shares of Berkshire Hathaway Inc. Class B common stock (“Berkshire Common Stock”). The Berkshire Common Stock then became the collateral for the Loan.
Effective January 1, 1999, Gen Re amended the original terms of the Loan. The revised agreement provided that any outstanding amount due on the Loan is payable upon maturity in 2034 with interest payments at an annual rate of 6.5% and annual principal prepayment as required. As discussed further below, the Loan was repaid during 2022.
Effective January 21, 2010, Berkshire Common Stock was split 50 for 1. All appropriate allocations were made to the records of State Street, Fidelity Management Trust Company (“Fidelity”) and Gen Re.
Effective December 31, 2017, the Plan was amended to include eligible employees of Government Employees Insurance Companies ("GEICO") as a class of participants in the Plan and as a result the Plan changed its name to the General Re Corporation and Government Employees Companies Savings and Stock Ownership Plan. The intent of this amendment was to allow GEICO employees to become Plan participants and receive unallocated shares of Berkshire Common Stock for its annual profit-sharing award. GEICO shared in the expenses and made employer contributions to the ESOP Trust in return for shares to be released. Such payments were applied against the outstanding debt service of the Loan. After January 1, 2019, there were no further allocations to GEICO employees.
From December 31, 2017 through June 1, 2020, certain employees of GEICO were a separate class of participants of the Plan and received Berkshire Common Stock. Effective June 1, 2020, such GEICO employees were no longer eligible to be participants and ceased to be participants in the Plan and as a result 1,545,644 shares of Berkshire Common Stock were transferred out of the Plan. In addition, the name of the Plan was changed to the Employee Savings and Stock Ownership Plan of General Re Corporation and its Domestic Subsidiaries.
During 2022, the remaining unallocated Berkshire Common Stock was utilized by the Plan. In addition, the Plan settled the remaining principal and interest balance on the Loan. Contributions to participants and matching contributions were made in cash beginning with the October 31, 2022 payroll period.
Gen Re made a final cash contribution to the Plan in 2022 necessary to fully repay the Loan. The Plan’s investment in the Berkshire B ESOP Fund consists solely of Berkshire Common Stock shares.
During 2025, 132,943 shares of Berkshire Common Stock were sold and retired from the Plan or exchanged for shares in other eligible investments in the Plan. The Plan held 1,223,981 and 1,356,924 shares of Berkshire Common Stock in the Berkshire B ESOP Fund as of December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025, the Plan also held 182,639 shares of Berkshire Common Stock via the Berkshire B Unitized Fund.