The private D+O market remains soft heading into 2025, with most accounts renewing flat or seeing modest rate reductions up to 10%, particularly for claim-free insureds with strong financials. Capacity continues to be abundant, fueled by an influx of new MGAs and Insurtech underwriting facilities, many of which are staffed by seasoned underwriters who have moved on from traditional carriers. The competitive environment is most intense on excess layers, where pricing remains compressed and carriers are leveraging enhanced terms or flexible retentions to win business.

This market phase presents an ideal opportunity to negotiate broader terms and conditions. Brokers are having success pushing for the removal of antitrust exclusions, increased derivative investigation limits, broader books and records coverage, and carve-backs to standard exclusions. It is also an excellent time to position Side A DIC coverage, as pricing remains favorable and awareness of the need for strong personal asset protection continues to grow.

While the market is favorable, macroeconomic pressures are creating new underwriting concerns. If tariffs continue to escalate, insureds may face supply chain disruptions and increased costs of goods sold. This could lead to revenue growth that does not reflect real financial strength, prompting underwriters to adjust pricing. Brokers should focus on demonstrating stable operating income and margins to mitigate any perception of artificially inflated exposures.

Economic volatility, rising interest rates, and an ongoing uptick in Chapter 11 and Chapter 7 filings are prompting underwriters to scrutinize financial statements more closely.

Companies unable to access capital through IPOs or financing rounds are particularly vulnerable. At the same time, regulatory actions, antitrust claims, and breach of duty allegations—once mostly reserved for public companies—are increasingly being seen in the private space, further intensifying carrier caution.

Accounts in distressed industries such as healthcare, fintech, and cryptocurrency, or those with poor financials or prior claims activity, are not experiencing the benefits of this soft market. These risks are seeing higher retentions, fewer coverage enhancements, and occasionally rate increases. Some lead carriers in the middle-market and large account space are actively managing profitability through strategic use of SIRs, while newer entrants targeting the small business segment are keeping premiums and SIRs aggressive through portal-based quote systems, creating an environment similar to the cyber insurance market.

Carriers are also taking creative approaches to renewal strategies in an effort to preserve their books. A few have implemented auto-renewal models with flat to minimal increases to reduce remarketing exposure. Finally, underwriters remain focused on the interconnected risks posed by package placements, particularly when private D+O is bundled with fiduciary liability and EPL. Carriers continue to monitor excessive fee litigation on the fiduciary side, and are responding to increased EPL claims stemming from employee activism, hybrid workplace disputes, layoffs, and a spike in discrimination and unionization-related activity. Record settlement values were reached in 2024, adding further scrutiny to combined programs.