James River Group Holdings, Inc. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our CEO and CFO, as of December 31, 2024, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 96 TABLE OF CONTENTS Management has conducted an assessment, including testing, of the effectiveness of our internal control over financial reporting as of December 31, 2024. In making its assessment of internal control over financial reporting, management used the criteria in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company’s management has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective. Ernst & Young LLP, the independent registered public accounting firm that audited the Consolidated Financial Statements of the Company included in this Annual Report, has audited the effectiveness of internal control over financial reporting as of December 31, 2024. Their attestation report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, is included with our financial statements. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The effectiveness of any system of controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that our controls and procedures will detect all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained. Item 9B. OTHER INFORMATION None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 97 TABLE OF CONTENTS PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 may be incorporated by reference to the definitive James River Group Holdings, Ltd. Proxy Statement, or alternatively, disclosed in an amendment to this Annual Report on Form 10-K, in either case to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. The Company has adopted an insider trading policy which governs transactions in our securities by the Company's directors, officers and employees (including temporary employees) and is designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1. Item 11. EXECUTIVE COMPENSATION The information required by Item 11 may be incorporated by reference to the definitive James River Group Holdings, Ltd. Proxy Statement, or alternatively, disclosed in an amendment to this Annual Report on Form 10-K, in either case to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 may be incorporated by reference to the definitive James River Group Holdings, Ltd. Proxy Statement, or alternatively, disclosed in an amendment to this Annual Report on Form 10-K, in either case to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 may be incorporated by reference to the definitive James River Group Holdings, Ltd. Proxy Statement, or alternatively, disclosed in an amendment to this Annual Report on Form 10-K, in either case to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 may be incorporated by reference to the definitive James River Group Holdings, Ltd. Proxy Statement, or alternatively, disclosed in an amendment to this Annual Report on Form 10-K, in either case to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. PART IV Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) (1) and (2) Financial Statements and Financial Statement Schedules. See “Index to Financial Statements and Schedules” on Page F-1. 98 TABLE OF CONTENTS (3) Exhibits Exhibit Number Description 2.1 Stock Purchase Agreement dated November 8, 2023 by and among James River Group Holdings, Ltd. and Fleming Intermediate Holdings LLC (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on November 9, 2023, Commission File No. 001-36777) + 3.1 Certificate of Incorporation of James River Group Holdings, Ltd. (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014) 3.2 Certificate of Incorporation on Change of Name (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014) 3.3 Memorandum of Association of James River Group Holdings, Ltd. (incorporated by reference to Exhibit 3.3 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014) 3.4 Certificate of Deposit of Memorandum of Increase of Share Capital, dated December 24, 2007 (incorporated by reference to Exhibit 3.4 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014) 3.5 Certificate of Deposit of Memorandum of Increase of Share Capital, dated October 7, 2009 (incorporated by reference to Exhibit 3.5 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014) 3.6 Fourth Amended and Restated Bye-Laws of James River Group Holdings, Ltd. (incorporated by reference to Exhibit 3.6 to the Annual Report on Form 10-K filed on February 28, 2023, Commission File No. 001-36777) 4.1 Form of Certificate of Common Shares (incorporated by reference to Exhibit 4.1 of Amendment No. 3 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on December 9, 2014) 4.2 Amended and Restated Certificate of Designations of 7% Series A Perpetual Cumulative Convertible Preferred Shares of James River Group Holdings, Ltd. dated November 11, 2024 (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed on November 13, 2024; Commission File No. 001-36777) 4.3 Indenture, dated as of May 26, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Senior Debentures Due 2034+ 4.4 Indenture, dated as of May 26, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Junior Subordinated Debentures Due 2034+ 4.5 Amended and Restated Declaration of Trust of James River Capital Trust I, dated as of May 26, 2004, by and among James River Group, Inc., as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, the Regular Trustees (as defined therein), and the holders, from time to time, of undivided beneficial interests in James River Capital Trust I+ 4.6 Preferred Securities Guarantee Agreement, dated as of May 26, 2004, by James River Group, Inc., as Guarantor, and Wilmington Trust Company, as Preferred Guarantee Trustee, for the benefit of the holders of James River Capital Trust I+ 4.7 Indenture, dated as of December 15, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2034+ 4.8 Amended and Restated Declaration of Trust of James River Capital Trust II, dated as of December 15, 2004, by and among James River Group, Inc., as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, the Administrators (as defined therein), and the holders, from time to time, of undivided beneficial interests in the James River Capital Trust II+ 4.9 Guarantee Agreement, dated as of December 15, 2004, by James River Group, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the holders, from time to time, of the capital securities of James River Capital Trust II+ 4.10 Indenture, dated June 15, 2006, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2036+ 4.11 Amended and Restated Declaration of Trust of James River Capital Trust III, dated as of June 15, 2006, by and among James River Group, Inc., as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, the Administrators (as defined therein) and the holders, from time to time, of undivided beneficial interests in the James River Capital Trust III+ 99 TABLE OF CONTENTS Exhibit Number Description 4.12 Guarantee Agreement, dated as of June 15, 2006, by James River Group, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the holders, from time to time, of the capital securities of James River Capital Trust III+ 4.13 Indenture, dated December 11, 2007, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2037+ 4.14 Amended and Restated Declaration of Trust, dated December 11, 2007, by and among James River Group, Inc., as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee and the Administrators (as defined therein) and the holders, from time to time, of undivided beneficial interests in James River Capital Trust IV+ 4.15 Guarantee Agreement, dated as of December 11, 2007, by James River Group, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the holders, from time to time, of the capital securities of James River Capital Trust IV+ 4.16 Indenture, dated as of January 10, 2008, among James River Group Holdings, Ltd. and Wilmington Trust Company, as Trustee relating to Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2038+ 4.17 Amended and Restated Declaration of Trust, dated as of January 10, 2008, by and among James River Group Holdings, Ltd., as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee and the Administrators (as defined therein) for the benefit of the holders, from time to time, of undivided beneficial interest in Franklin Holdings II (Bermuda) Capital Trust I+ 4.18 Guarantee Agreement, dated as of January 10, 2008, by and among James River Group Holdings, Ltd., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the holders, from time to time, of the capital securities of Franklin Holdings II (Bermuda) Capital Trust I+ 4.19 Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.18 to the Annual Report on Form 10-K filed on February 28, 2023, Commission File No. 001-36777) 10.1 Third Amended and Restated Credit Agreement, dated as of July 7, 2023, by and among James River Group Holdings, Ltd., JRG Reinsurance Company, Ltd., KeyBank National Association, as Administrative Agent and Letter of Credit Issuer, KeyBank National Association and Truist Securities, Inc. as Joint Book Runners and Joint Lead Arrangers, Truist Bank as Syndication Agent, and the lender parties thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on July 12, 2023, Commission File No. 001-36777) 10.2 First Amendment dated April 16, 2024 to the Third Amended and Restated Credit Agreement dated as of July 7, 2023 by and among James River Group Holdings, Ltd. and JRG Reinsurance Company Ltd., as borrowers, KeyBank National Association (“KeyBank”) as Administrative Agent and Letter of Credit Issuer, KeyBank and Truist Securities, Inc. as Joint Book Runners and Joint Lead Arrangers, Truist Bank as Syndication Agent, and the lender parties thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 22, 2024, Commission File No. 001-36777) + 10.3 Second Amendment dated May 22, 2024 to the Third Amended and Restated Credit Agreement dated as of July 7, 2023 by and among James River Group Holdings, Ltd. and JRG Reinsurance Company Ltd., as borrowers, KeyBank National Association (“KeyBank”) as Administrative Agent and Letter of Credit Issuer, KeyBank and Truist Securities, Inc. as Joint Book Runners and Joint Lead Arrangers, Truist Bank as Syndication Agent, and the lender parties thereto (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on August 6, 2024; Commission File No. 001-36777) 10.4 Continuing Guaranty of Payment, dated as of June 5, 2013, by James River Group, Inc., as Guarantor, pursuant to Credit Agreement, dated as of June 5, 2013, among James River Group Holdings, Ltd. and JRG Reinsurance Company Ltd., KeyBank National Association, as Administrative Agent and as Letter of Credit Issuer, and certain Lender parties (incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014) 10.5 Continuing Guaranty of Payment, dated as of December 15, 2015, by James River Group Holdings UK Limited, pursuant to Credit Agreement, dated as of June 5, 2013, among James River Group Holdings, Ltd. and JRG Reinsurance Company Ltd., KeyBank National Association, as Administrative Agent and as Letter of Credit Issuer, and certain Lender parties (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed on March 10, 2016, Commission File No. 001-36777) 10.6 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.7 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014) 10.7 Amended and Restated James River Group Holdings, Ltd. Equity Incentive Plan (incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014) * 100 TABLE OF CONTENTS Exhibit Number Description 10.8 Form of Stock Option Agreement (Amended and Restated James River Group Holdings, Ltd. Equity Incentive Plan) (incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014) * 10.9 First Amendment to the Amended and Restated James River Group Holdings, Ltd. Equity Incentive Plan (incorporated by reference to Exhibit 10.10 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014) * 10.10 James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014) * 10.11 Amendment to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 3, 2017, Commission File No. 001-36777) * 10.12 Second Amendment to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 26, 2022, Commission File No. 001-36777) * 10.13 Third Amendment to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 25, 2024; Commission File No. 001-36777) * 10.14 Form of Nonqualified Share Option Agreement (James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.12 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014) * 10.15 Form of Restricted Share Award Agreement (James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.13 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014) * 10.16 Form of Restricted Share Unit Award Agreement (James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.14 of Amendment No. 3 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on December 9, 2014) * 10.17 Form of Performance Restricted Share Unit Agreement (James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed on February 28, 2023, Commission File No. 001-36777 )* 10.18 Form of Service-Based Restricted Share Unit Agreement (James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K filed on February 28, 2023, Commission File No. 001-36777 )* 10.19 James River Group Holdings, Ltd. Short-Term Incentive Plan (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed on February 28, 2023, Commission File No. 001-36777) * 10.20 James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.15 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014) * 10.21 Amendment to the 2014 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 1, 2019, Commission File No. 001-36777) * 10.22 Second Amendment to the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on October 25, 2024 ; Commission File No. 001-36777) * 10.23 Form of Restricted Share Award Agreement (James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan) (incorporated by reference to Exhibit 10.16 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014) * 10.24 Form of Restricted Share Unit Award Agreement (James River Group Holdings, Ltd., 2014 Non-Employee Director Incentive Plan) (incorporated by reference to Exhibit 10.17 of Amendment No. 3 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on December 9, 2014) * 10.25 Form of Retention Award Letter (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 31, 2024; Commission File No. 001-36777) * 10.26 Amended and Restated Employment Agreement, dated as of July 30, 2024, by and between Frank D’Orazio, James River Group Holdings, Ltd. and James River Group Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with on July 31, 2024; Commission File No. 001-36777) * 10.27 Employment Agreement, dated December 19, 2016, by and among James River Group Holdings, Ltd., James River Group, Inc., and Sarah C. Doran (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 22, 2016, Commission File No. 001-36777) * 101 TABLE OF CONTENTS Exhibit Number Description 10.28 Amendment to Employment Agreement dated December 19, 2016, between Sarah C. Doran and James River Group Holdings, Ltd., and its subsidiary, James River Group, Inc. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 8, 2018, Commission File No. 001-36777) * 10.29 Amended and Restated Employment Agreement, dated January 15, 2018, by and among James River Group, Inc., certain subsidiaries of James River Group, Inc. and Richard Schmitzer (incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K filed on March 1, 2018, Commission File No. 001-36777) * 10.30 Employment Agreement, dated August 19, 2021, by and between Michael J. Hoffmann and James River Group Holdings, Ltd. (incorporated by reference to Exhibit 10.44 to Amendment No. 1 to the Annual Report on Form 10-K filed on April 26, 2024, Commission File No. 001-36777) * 10.31 Investment Agreement, dated February 24, 2022, by and between James River Group Holdings, Ltd. and GPC Partners Investments (Thames) LP (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed on February 28, 2022; Commission File No. 001-36777) 10.32 Amendment No. 1 to Investment Agreement, dated March 1, 2022, by and between James River Group Holdings, Ltd. and GPC Partners Investments (Thames) LP (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on May 10, 2022; Commission File No. 001-36777) 10.33 First Amendment to Investment Agreement, dated November 11, 2024, by and between James River Group Holdings, Ltd. and GPC Partners Investments (Thames) LP (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on November 13, 2024; Commission File No. 001-36777) 10.34 Registration Rights Agreement, dated March 1, 2022, by and between James River Group Holdings, Ltd. and GPC Partners Investments (Thames) LP (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on May 10, 2022; Commission File No. 001-36777) 10.35 First Amendment to the Registration Rights Agreement, dated as of November 11, 2024, by and among James River Group Holdings, Ltd. and GPC Partners Investments (Thames) LP (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on November 13, 2024; Commission File No. 001-36777) 10.36 Loss Portfolio Transfer Reinsurance Agreement dated September 27, 2021 between James River Insurance Company and James River Casualty Company and Aleka Insurance, Inc. (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed on September 30, 2021, Commission File No. 001-36777) 10.37 Trust Agreement dated September 27, 2021 among James River Insurance Company and James River Casualty Company, Aleka Insurance, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.2 on the Current Report on Form 8-K filed on September 30, 2021, Commission File No. 001-36777) 10.38 Combined Loss Portfolio Transfer and Adverse Development Cover Reinsurance Contract dated July 2, 2024 between James River Insurance Company and James River Casualty Company and State National Insurance Company, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 9, 2024; Commission File No. 001-36777) + 10.39 Subscription Agreement, dated November 11, 2024, by and between James River Group Holdings, Ltd. and Cavello Bay Reinsurance Limited (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on November 13, 2024; Commission File No. 001-36777) 10.40 Registration Rights Agreement, dated December 23, 2024, by and among James River Group Holdings, Ltd. and Cavello Bay Reinsurance Limited 10.41 Adverse Development Cover Reinsurance Contract, dated November 11, 2024, by and between James River Insurance Company and James River Casualty Company, and Cavello Bay Reinsurance Limited (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on November 13, 2024; Commission File No. 001-36777) + 19.1 James River Group Holdings, Ltd. Insider Trading Policy 102 TABLE OF CONTENTS Exhibit Number Description 21.1 List of subsidiaries of James River Group Holdings, Ltd. 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm 31.1 Principal Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) 31.2 Principal Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) 32.1 Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 James River Group Holdings, Ltd. Executive Officer Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on February 29, 2024; Commission File No. 001-36777) 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document in Exhibit 101. * Denotes a management contract or compensatory plan or arrangement. + Exhibit or Schedules to Exhibit not filed with the Securities and Exchange Commission pursuant to Item 601(b)(4)(iii) and Regulation 601(a)(5) of Regulation S-K. The Company will furnish a copy of the omitted Exhibit or Schedules to the SEC upon request. Item 16. FORM 10-K SUMMARY Not applicable. 103 TABLE OF CONTENTS SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JAMES RIVER GROUP HOLDINGS, LTD. By: /s/ Frank N. D’Orazio March 4, 2025 Frank N. D’Orazio Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. NAME TITLE DATE /s/ Frank N. D’Orazio Chief Executive Officer and Director March 4, 2025 Frank N. D'Orazio (Principal Executive Officer) /s/ Sarah C. Doran Chief Financial Officer March 4, 2025 Sarah C. Doran (Principal Financial Officer) /s/ Michael E. Crow Principal Accounting Officer March 4, 2025 Michael E. Crow /s/ Christine LaSala Director, Non-Executive Chairperson of the Board March 4, 2025 Christine LaSala /s/ Matthew B. Botein Director March 4, 2025 Matthew B. Botein /s/ Thomas L. Brown Director March 4, 2025 Thomas L. Brown /s/ Kirstin M. Gould Director March 4, 2025 Kirstin M. Gould /s/ Dennis J. Langwell Director March 4, 2025 Dennis J. Langwell /s/ Peter B. Migliorato Director March 4, 2025 Peter B. Migliorato /s/ Ollie L. Sherman, Jr. Director March 4, 2025 Ollie L. Sherman, Jr. 104 TABLE OF CONTENTS JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 2 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting 4 Consolidated Balance Sheets as of December 31, 2024 and 2023 5 Consolidated Statements of (Loss) Income and Comprehensive Loss for the Years Ended December 31, 2024, 2023 and 2022 7 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 8 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 9 Notes to Consolidated Financial Statements for the Years Ended December 31, 2024, 2023 and 2022 10 Schedule I Summary of Investments 61 Schedule II Condensed Financial Information of Registrant 62 Schedule III Supplementary Insurance Information 66 Schedule IV Reinsurance 67 Schedule V Valuation and Qualifying Accounts 68 Schedule VI Supplementary Information Concerning Property Casualty Insurance Operations 69 F-1 TABLE OF CONTENTS JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of James River Group Holdings, Ltd. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of James River Group Holdings, Ltd. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of (loss) income and comprehensive loss, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 4, 2025, expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates. F-2 TABLE OF CONTENTS Valuation of reserves for losses and loss adjustment expenses Description of the Matter At December 31, 2024, the Company’s reserve for losses and loss adjustment expenses balance was $3.08 billion. As described in Notes 1 and 8 of the consolidated financial statements, reserves for losses and loss adjustment expenses reflect the estimated ultimate cost of all incurred unpaid claims including estimates of claims incurred but not reported and loss adjustment expenses as of the balance sheet date. The estimate of ultimate losses and loss adjustment expenses relies on key judgments, including the weighting of actuarial methods by line of business and accident year. Actuarial assumptions include initial expected loss ratios, and incurred and paid loss development factors. The Company's Reserve Committee utilizes the actuarial results, in addition to other information, in determining management's best estimate of recorded reserves. The subjectivity and uncertainty of estimating the reserve for losses and loss adjustment expenses is caused by various factors including the uncertainty of future frequency and severity of claims, economic and social trends including inflation and litigation, changes in the business and exposure mix, as well as changes in operations. As such, performing audit procedures to evaluate the reserve for losses and loss adjustment expenses required a high degree of auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls related to the valuation of the reserve for losses and loss adjustment expenses. This included testing controls that management has in place over the inputs, methods and assumptions used in estimating the reserve. To test the reserve for losses and loss adjustment expenses, we evaluated the actuarial methods and assumptions used by the Company with the assistance of our actuarial specialists as well as other judgments made by management in determining their best estimate of recorded reserves. We compared the Company’s prior year assumptions of expected development of ultimate loss to actual losses incurred during the current year to identify potential management bias in the determination of the reserve for losses and loss adjustment expenses. We independently projected reserves for selected lines of business using actual historical data and loss development patterns, as well as industry data and other benchmarks where applicable, and compared management’s recorded reserves to these independent estimates. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2003. Charlotte, North Carolina March 4, 2025 F-3 TABLE OF CONTENTS JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of James River Group Holdings, Ltd. Opinion on Internal Control Over Financial Reporting We have audited James River Group Holdings, Ltd. and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, James River Group Holdings, Ltd. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of (loss) income and comprehensive loss, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated March 4, 2025 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Charlotte, North Carolina March 4, 2025 F-4 TABLE OF CONTENTS JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2024 2023 (in thousands) Assets Invested assets: Fixed maturity securities, available-for-sale, at fair value (amortized cost: 2024 – $ 1,278,337 ; 2023 – $ 1,405,136 ) $ 1,189,733 $ 1,324,476 Equity securities, at fair value (cost: 2024 – $ 82,678 ; 2023 – $ 114,107 ) 86,479 119,945 Bank loan participations, at fair value 142,410 156,169 Short-term investments 97,074 72,137 Other invested assets 36,700 33,134 Total invested assets 1,552,396 1,705,861 Cash and cash equivalents 362,345 274,298 Restricted cash equivalents 28,705 72,449 Accrued investment income 10,534 12,106 Premiums receivable and agents’ balances, net 243,882 249,490 Reinsurance recoverable on unpaid losses, net 1,996,913 1,358,474 Reinsurance recoverable on paid losses 101,210 157,991 Prepaid reinsurance premiums 296,635 293,108 Deferred policy acquisition costs 30,175 31,497 Intangible assets, net 32,450 32,813 Goodwill 181,831 181,831 Deferred tax assets, net 61,170 48,297 Income taxes receivable 22,317 224 Other assets 86,513 115,418 Assets held-for-sale (Note 2 - discontinued operations) $ — $ 783,393 Total assets $ 5,007,076 $ 5,317,250 See accompanying notes. F-5 TABLE OF CONTENTS JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2024 2023 (in thousands, except share amounts) Liabilities and shareholders’ equity Liabilities: Reserve for losses and loss adjustment expenses $ 3,084,406 $ 2,606,107 Unearned premiums 572,034 587,899 Payables to reinsurers 132,922 158,670 Funds held 25,157 65,235 Deferred reinsurance gain 57,970 20,733 Senior debt 200,800 222,300 Junior subordinated debt 104,055 104,055 Accrued expenses 53,178 56,722 Other liabilities 182,524 174,513 Liabilities held-for-sale (Note 2 - discontinued operations) — 641,497 Total liabilities 4,413,046 4,637,731 Commitments and contingent liabilities Series A redeemable preferred shares – 2024 and 2023: 165,000 shares authorized; 112,500 and 150,000 shares issued and outstanding, respectively 133,115 144,898 Shareholders’ equity: Common Shares – 2024 and 2023: $ 0.0002 par value; 200,000,000 shares authorized; 45,644,318 and 37,641,563 shares issued and outstanding, respectively 9 7 Preferred Shares – 2024 and 2023: $ 0.00125 par value; 19,835,000 shares authorized; no shares issued and outstanding — — Additional paid-in capital 933,311 876,240 Retained deficit ( 402,408 ) ( 277,905 ) Accumulated other comprehensive loss ( 69,997 ) ( 63,721 ) Total shareholders’ equity 460,915 534,621 Total liabilities, Series A redeemable preferred shares, and shareholders’ equity $ 5,007,076 $ 5,317,250 See accompanying notes. F-6 TABLE OF CONTENTS JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Consolidated Statements of (Loss) Income and Comprehensive Loss Year Ended December 31, 2024 2023 2022 (in thousands, except share amounts) Revenues: Gross written premiums $ 1,431,772 $ 1,508,660 $ 1,411,372 Ceded written premiums ( 850,918 ) ( 814,759 ) ( 745,926 ) Net written premiums 580,854 693,901 665,446 Change in net unearned premiums 19,342 14,104 ( 35,712 ) Net earned premiums 600,196 708,005 629,734 Net investment income 93,089 84,046 43,188 Net realized and unrealized gains (losses) on investments 3,625 10,441 ( 15,720 ) Other income 10,716 9,517 4,312 Total revenues 707,626 812,009 661,514 Expenses: Losses and loss adjustment expenses 554,374 500,157 440,642 Other operating expenses 193,198 193,656 152,570 Other expenses 6,145 3,792 795 Interest expense 24,666 24,627 13,872 Amortization of intangible assets 363 363 363 Impairment of intangible assets — 2,500 — Total expenses 778,746 725,095 608,242 (Loss) income from continuing operations before income taxes ( 71,120 ) 86,914 53,272 Income tax (benefit) expense on continuing operations: Current 3,562 31,677 13,787 Deferred ( 11,196 ) ( 5,972 ) 4,627 ( 7,634 ) 25,705 18,414 Net (loss) income from continuing operations ( 63,486 ) 61,209 34,858 Discontinued operations (Note 2): Loss from discontinued operations ( 13,583 ) ( 88,493 ) ( 3,885 ) Loss on disposal of discontinued operations ( 4,051 ) ( 80,400 ) — Total loss from discontinued operations ( 17,634 ) ( 168,893 ) ( 3,885 ) Net (loss) income ( 81,120 ) ( 107,684 ) 30,973 Dividends on Series A preferred shares ( 37,149 ) ( 10,500 ) ( 8,750 ) Net (loss) income available to common shareholders $ ( 118,269 ) $ ( 118,184 ) $ 22,223 Other comprehensive (loss) income: Net unrealized (losses) gains, net of taxes of $( 1,668 ) in 2024, $ 6,384 in 2023, and $( 27,041 ) in 2022 ( 6,276 ) 99,323 ( 193,022 ) Total comprehensive loss $ ( 87,396 ) $ ( 8,361 ) $ ( 162,049 ) Net (loss) income per common share: Basic Continuing operations $ ( 2.60 ) $ 1.35 $ 0.70 Discontinued operations $ ( 0.46 ) $ ( 4.49 ) $ ( 0.11 ) $ ( 3.06 ) $ ( 3.14 ) $ 0.59 Diluted Continuing operations $ ( 2.60 ) $ 1.34 $ 0.69 Discontinued operations $ ( 0.46 ) $ ( 4.47 ) $ ( 0.10 ) $ ( 3.06 ) $ ( 3.13 ) $ 0.59 Dividend declared per common share $ 0.16 $ 0.20 $ 0.20 Weighted-average common shares outstanding: Basic 38,685,003 37,618,660 37,442,856 Diluted 38,685,003 37,810,440 37,650,969 See accompanying notes. F-7 TABLE OF CONTENTS JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Consolidated Statements of Changes in Shareholders’ Equity Number of Common Shares Outstanding Common Shares (Par) Preferred Shares Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity (in thousands, except share amounts) Balances at December 31, 2021 37,373,066 $ 7 $ — $ 862,040 $ ( 166,663 ) $ 29,978 $ 725,362 Net income — — — — 30,973 — 30,973 Other comprehensive loss — — — — — ( 193,022 ) ( 193,022 ) Vesting of RSUs 97,171 — — ( 1,304 ) — — ( 1,304 ) Compensation expense under share incentive plans — — — 8,122 — — 8,122 Dividends on Series A preferred shares — — — — ( 8,750 ) — ( 8,750 ) Dividends on common shares — — — — ( 7,615 ) — ( 7,615 ) Balances at December 31, 2022 37,470,237 $ 7 $ — $ 868,858 $ ( 152,055 ) $ ( 163,044 ) $ 553,766 Net loss — — — — ( 107,684 ) — ( 107,684 ) Other comprehensive income — — — — — 99,323 99,323 Vesting of RSUs 171,326 — — ( 1,734 ) — — ( 1,734 ) Compensation expense under share incentive plans — — — 9,116 — — 9,116 Dividends on Series A preferred shares — — — — ( 10,500 ) — ( 10,500 ) Dividends on common shares — — — — ( 7,666 ) — ( 7,666 ) Balances at December 31, 2023 37,641,563 $ 7 $ — $ 876,240 $ ( 277,905 ) $ ( 63,721 ) $ 534,621 Net loss — — — — ( 81,120 ) — ( 81,120 ) Other comprehensive loss — — — — — ( 6,276 ) ( 6,276 ) Conversion of Series A Preferred Shares to common shares (Notes 12 and 13) 5,859,375 1 — 38,788 ( 1,289 ) — 37,500 Extinguishment of Series A Preferred Shares - deemed dividend (Note 12) — — — — ( 25,717 ) — ( 25,717 ) Enstar common share investment (Note 13) 1,953,125 1 — 12,499 — — 12,500 Vesting of RSUs 190,255 — — ( 847 ) — — ( 847 ) Compensation expense under share incentive plans — — — 6,631 — — 6,631 Dividends on Series A preferred shares — — — — ( 10,143 ) — ( 10,143 ) Dividends on common shares — — — — ( 6,234 ) — ( 6,234 ) Balances at December 31, 2024 45,644,318 $ 9 $ — $ 933,311 $ ( 402,408 ) $ ( 69,997 ) $ 460,915 See accompanying notes. F-8 TABLE OF CONTENTS JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows Year Ended December 31, 2024 2023 2022 (in thousands) Operating activities Net (loss) income $ ( 81,120 ) $ ( 107,684 ) $ 30,973 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Deferred policy acquisition costs ( 65,580 ) ( 73,333 ) ( 79,648 ) Amortization of policy acquisition costs 69,261 96,453 88,571 Net realized and unrealized losses on investments 6,985 43,251 28,318 Impairment of intangible assets — 2,500 — Distributions from equity method investments 405 43 4,364 Income from equity method investments ( 4,133 ) ( 4,881 ) ( 2,458 ) Loss on disposal of discontinued operations ( 2,193 ) 80,400 — Deferred U.S. federal income tax benefit ( 11,205 ) ( 5,972 ) 4,627 Provision for depreciation and amortization ( 709 ) ( 475 ) 1,048 Share based compensation expense 6,631 9,116 8,122 Excess tax benefits from equity incentive plan transactions 740 449 530 Change in operating assets and liabilities: Reserve for losses and loss adjustment expenses 453,149 278,778 20,522 Unearned premiums ( 24,237 ) ( 70,894 ) ( 51,536 ) Premiums receivable and agents’ balances 15,374 22,594 53,442 Reinsurance balances ( 552,549 ) ( 66,274 ) 96,310 Funds held ( 66,942 ) ( 107,922 ) ( 60,900 ) Payable to insurance companies ( 3,385 ) 2,129 ( 2,770 ) Other 12,423 ( 10,325 ) 83,219 Net cash (used in) provided by operating activities (a) ( 247,085 ) 87,953 222,734 Investing activities Sale of JRG Re 96,412 — — Fixed maturity securities: Purchases ( 178,818 ) ( 197,360 ) ( 709,576 ) Sales 200,178 34,537 206,872 Maturities and calls 162,472 139,867 174,725 Equity Securities: Purchases ( 11,319 ) ( 11,869 ) ( 38,801 ) Sales 56,852 12,625 17,214 Bank loan participations: Purchases ( 109,103 ) ( 72,580 ) ( 89,450 ) Sales 83,564 52,016 52,042 Maturities 36,628 27,605 22,417 Other invested assets: Purchases ( 5,075 ) ( 13,775 ) ( 150 ) Return of capital 1,160 2,793 20,170 Proceeds from sales and repayments 4,077 10,133 2,535 Securities receivable or payable, net ( 169 ) 3,499 ( 6,684 ) Short-term investments, net ( 24,937 ) 35,675 28,751 Purchases of property and equipment ( 4,890 ) ( 6,434 ) ( 8,219 ) Net cash provided by (used in) investing activities 307,032 16,732 ( 328,154 ) Financing activities Senior debt repayments ( 21,500 ) — ( 40,000 ) Issuance of Series A preferred shares (Note 12) — — 144,898 Enstar common share investment (Note 13) 12,500 — — Payroll taxes withheld and remitted on net settlement of RSUs ( 847 ) ( 1,734 ) ( 1,304 ) Dividends on Series A preferred shares ( 12,768 ) ( 10,500 ) ( 6,125 ) Dividends on common shares ( 6,231 ) ( 7,746 ) ( 7,798 ) Payment of debt issuance costs — ( 1,135 ) — Net cash (used in) provided by financing activities ( 28,846 ) ( 21,115 ) 89,671 Change in cash, cash equivalents, and restricted cash equivalents 31,101 83,570 ( 15,749 ) Cash, cash equivalents, and restricted cash equivalents at beginning of year 359,949 276,379 292,128 Cash, cash equivalents, and restricted cash equivalents at end of year $ 391,050 $ 359,949 $ 276,379 JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows Year Ended December 31, 2024 2023 2022 (in thousands) Supplemental information U.S. federal income taxes paid (refunded), net $ 25,104 $ 45,330 $ ( 3,470 ) Interest paid $ 28,740 $ 30,697 $ 17,425 Restricted cash equivalents at beginning of year $ 72,449 $ 103,215 $ 102,005 Restricted cash equivalents at end of year 28,705 72,449 103,215 Change in restricted cash equivalents $ ( 43,744 ) $ ( 30,766 ) $ 1,210 (a) Cash (used in) provided by operating activities for the years ended December 31, 2024, 2023, and 2022 reflects the activity in restricted cash equivalents above. As permitted under the agreements establishing the Indemnity Trust and the LPT Trust, we have withdrawn collateral from the Indemnity Trust and the LPT Trust to fund the Loss Fund Trust as required under the Administrative Services Agreement. Amounts on deposit in the Loss Fund Trust are included in restricted cash equivalents on the Company's consolidated balance sheets. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book ”. Excluding the restricted cash activity above, cash (used in) provided by operating activities was $( 203.3 ) million, $ 118.7 million, and $ 221.5 million for the years ended December 31, 2024, 2023, and 2022, respectively. The $ 203.3 million of cash used in operating activities for the year ended December 31, 2024 primarily reflects the $ 313.2 million and $ 52.8 million of reinsurance premium paid in 2024 related to the E&S ADC and E&S Top Up ADC (See Note 8). See accompanying notes. F-9 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 1. Accounting Policies Organization James River Group Holdings, Ltd. (referred to as “JRG Holdings” or, with its subsidiaries, the “Company”) is an exempted holding company registered in Bermuda, organized for the purpose of acquiring and managing insurance entities. The Company owns five insurance companies based in the United States (“U.S.”) focused on specialty insurance niches as described below: • James River Group Holdings UK Limited (“James River UK”) is an insurance holding company formed in 2015 in the United Kingdom (“U.K.”). The Company contributed James River Group, Inc. (“James River Group”), a U.S. insurance holding company, to James River UK in 2015. • James River Group is a Delaware domiciled insurance holding company formed in 2002, which owns all of the Company’s U.S.-based subsidiaries, either directly or indirectly through one of its wholly-owned U.S. subsidiaries. James River Group oversees the Company’s U.S. insurance operations and maintains all of the outstanding debt in the U.S. • James River Insurance Company (“James River Insurance”) is an Ohio domiciled excess and surplus lines insurance company that, with its wholly-owned insurance subsidiary, James River Casualty Company, is authorized to write business in every state and the District of Columbia. • Falls Lake National Insurance Company (“Falls Lake National”) is an Ohio domiciled insurance company which wholly owns Stonewood Insurance Company (“Stonewood Insurance”), an Ohio domiciled company, and Falls Lake Fire and Casualty Company, a California domiciled company. Falls Lake National primarily writes specialty admitted fronting and program business and individual risk workers' compensation insurance. The Company previously owned JRG Reinsurance Company Ltd. (“JRG Re”), a Bermuda domiciled reinsurer, which comprised the former Casualty Reinsurance segment, and which, prior to the suspension of its underwriting activities in 2023, primarily provided non-catastrophe casualty reinsurance to U.S. third parties. On November 8, 2023, the Company entered into an agreement to sell JRG Re. The sale closed on April 16, 2024 and resulted in the Company’s disposition of its casualty reinsurance business and related assets. See Held-for-Sale and Discontinued Operations below and Note 2 for additional disclosure. Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which vary in some respects from statutory accounting practices (“SAP”) which are prescribed or permitted by the various state insurance departments in the U.S. or by insurance regulators in Bermuda. The accompanying consolidated financial statements include the accounts and operations of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated. Held-for-Sale and Discontinued Operations The results of operations of a component of the Company are reported in discontinued operations when certain criteria are met as of the date of disposal, or earlier if classified as held-for-sale. The Company has determined that the definitive agreement to sell JRG Re met the criteria for JRG Re to be classified as held for sale and that the sale represented a strategic shift that will have a major effect on the Company's operations. Accordingly, the results of JRG Re's operations have been presented as discontinued operations, and the assets and liabilities of JRG Re have been classified as held-for-sale and segregated for all periods presented in this Annual Report on Form 10-K. See Note 2 for additional disclosure. Estimates and Assumptions Preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates. F-10 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Fixed Maturity and Equity Securities Fixed maturity securities classified as “available-for-sale” are carried at fair value, and unrealized gains and losses on such securities, net of any deferred taxes, are reported as a separate component of accumulated other comprehensive income. The Company does not have any securities classified as “held-to-maturity” or “trading”. Fair value generally represents quoted market value prices for securities traded in the public marketplace or prices analytically determined using bid or closing prices for securities not traded in the public marketplace. Premiums and discounts on mortgage-backed securities and asset-backed securities are amortized or accrued using the constant yield method which considers anticipated prepayments at the date of purchase. To the extent that the estimated lives of such securities change as a result of changes in estimated prepayment rates, the adjustments are included in net investment income using the retrospective method. Realized investment gains or losses are determined on a specific identification basis. Interest income is recognized as earned, and dividend income is recognized on the ex-dividend date. The Company reviews its available-for-sale fixed maturities to determine whether any unrealized losses are due to credit-related factors. An allowance for credit losses is established for any credit-related impairments, limited to the amount by which fair value is below amortized cost. Changes in the allowance for credit losses are recognized in earnings and included in n et realized and unrealized gains (losses) on investments . Unrealized losses that are not credit-related are recognized in other comprehensive income. The Company considers the extent to which fair value is below amortized cost in determining whether a credit-related loss exists. The Company also considers the credit quality rating of the security, with a special emphasis on securities downgraded below investment grade. A comparison is made between the present value of expected future cash flows for a security and its amortized cost. If the present value of future expected cash flows is less than amortized cost, a credit loss is presumed to exist and an allowance for credit losses is established. Management may conclude that a qualitative analysis is sufficient to support its conclusion that the present value of the expected cash flows equals or exceeds a security’s amortized cost. Bank Loan Participations Bank loan participations are managed by a specialized outside investment manager. The Company has elected the fair value option to account for bank loan participations. Under the fair value option, bank loan participations are measured at fair value, and changes in unrealized gains and losses in bank loan participations are reported in our Consolidated Statements of (Loss) Income and Comprehensive Loss as net realized and unrealized gains (losses) on investments. Losses due to credit-related impairments on bank loan participations are determined based upon consultations and advice from the Company's specialized investment manager and consideration of any adverse situations that could affect the borrower's ability to repay, the estimated value of underlying collateral, and other relevant factors. Interest income is accrued on the unpaid principal balance. Discounts and premiums are amortized to income using the interest method. Generally, the accrual of interest on a bank loan participation is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A bank loan participation may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Interest received on nonaccrual loans generally is reported as investment income. There were no bank loans on nonaccrual status at December 31, 2024 or 2023. Generally, bank loan participations are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. Other Invested Assets Other invested assets at December 31, 2024 and 2023 include the Company’s interests in private debt and equity investments. The investments are primarily focused in renewable energy, limited partnerships, and bank holding companies. Equity interests in various limited liability companies (“LLCs”) and limited partnerships are accounted for under the equity method, as the Company has determined that the equity method best reflects its economic interest in the underlying equity investment. F-11 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Short-Term Investments Short-term investments are carried at amortized cost, which approximates fair value. Short-term investments have maturities greater than three months but less than one year at the date of purchase. Cash Equivalents The Company considers highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash Equivalents The Company considers highly liquid investments with maturities of three months or less at the date of purchase that are segregated for a specific use to be restricted cash equivalents. Certain restricted cash equivalents invested in funds with floating net asset values are measured at fair value with changes in fair value recognized in net income. Direct Written Premiums Direct written premiums are earned on a pro rata basis over the terms of the policies, generally 12 months. The portion of premiums written applicable to the unexpired terms of the policies in force is recorded as unearned premiums. Policies are accounted for on an individual basis, with no aggregation by counterparty. Premiums Receivable and Agents’ Balances, Net Premiums receivable and agents’ balances are carried at face value net of any allowance for credit losses. The allowance for credit losses represents the current estimate of expected credit losses based on the Company’s assessment of the collectability of receivables that are past due, historical collection percentages, and consideration of current economic conditions and expectations of future conditions that could affect ultimate collections. Receivables greater than 90 days past due were $ 16.4 million and $ 11.5 million at December 31, 2024 and 2023, respectively. The allowance for credit losses was $ 22.3 million and $ 17.9 million at December 31, 2024 and 2023, respectively. Credit loss expense was $ 6.9 million for the year ended December 31, 2024, $ 2.8 million for the year ended December 31, 2023, and $ 1.1 million for the year ended December 31, 2022. Receivables written off against the allowance for credit losses totaled $ 2.5 million for the year ended December 31, 2024, $ 1.2 million for the year ended December 31, 2023, and $ 1.5 million for the year ended December 31, 2022. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Deferred Policy Acquisition Costs Costs which are incrementally or directly related to the successful acquisition of new or renewal insurance business are deferred. These deferred costs are primarily commissions to agents, premium taxes, and the portion of underwriting fixed compensation and payroll related fringe benefits directly related to an insurance contract that has been acquired, net of ceding commissions related to reinsurance ceded. Amortization of such policy acquisition costs is charged to expense in proportion to premium earned over the estimated policy life. To the extent that unearned premiums on existing policies are not adequate to cover projected related costs and expenses, deferred policy acquisition costs are charged to earnings. The Company considers anticipated investment income in determining whether a premium deficiency exists. Reinsurance and Adjustable Features of Insurance and Reinsurance Contracts Certain premiums and losses are ceded to other insurance companies under various excess of loss and quota-share reinsurance contracts. The Company enters into ceded reinsurance contracts to limit its exposure to large losses, to limit exposure on new lines of insurance written by the Company, and to provide additional capacity for growth. Premiums, commissions, and losses and loss adjustment expenses on reinsured business are accounted for on a basis consistent with that used in accounting for the original policies issued and the terms of the reinsurance contracts. Reinsurance recoverables and prepaid reinsurance premiums are reported as assets. The Company uses a provision matrix to calculate the allowance for credit losses on reinsurance recoverables by applying impairment rates based on historical loss data to similarly rated reinsurance companies based on the expected duration of the receivables. The Company also considers the expected impact of current and future expected economic conditions and adjusts estimates if needed based on an evaluation of these factors. The allowance for credit losses on reinsurance recoverables at December 31, 2024 and 2023 was $ 1.2 million and $ 660,000 , respectively. Other amounts payable to reinsurers or receivable from reinsurers are netted where the right of offset exists. The Company receives ceding commissions in connection with certain ceded reinsurance. The ceding commissions are recorded as a reduction of other operating expenses. F-12 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Certain reinsurance contracts include provisions that adjust premiums or acquisition expenses based upon the loss experience under the contracts. Premiums written and earned, as well as related acquisition expenses are recorded based upon the projected loss experience under the contracts. The Company’s Specialty Admitted Insurance segment writes insurance under specialty admitted fronting and program arrangements. The fronting and program arrangements may contain contractual provisions that adjust acquisition expenses based upon loss experience under the contracts. The specialty admitted fronting and program arrangements are significantly reinsured. These reinsurance contracts may also contain provisions that adjust premiums or acquisition expenses based upon the loss experience under the contracts. Premiums written and earned, as well as related acquisition expenses, are recorded based upon the projected loss experience under the contracts. Other Income Other income is principally comprised of fee income in the Specialty Admitted Insurance segment earned on policies for which the segment has no exposure to underwriting risk and broker incentive income in the Excess and Surplus Lines segment. Fee income of $ 4.6 million, $ 5.3 million, and $ 3.8 million is included in other income for the years ended December 31, 2024, 2023, and 2022, respectively. Fees are earned on a pro rata basis over the service period of the underlying business. Policies are accounted for on an individual basis, with no aggregation by counterparty. Broker incentive income in the Excess and Surplus Lines segment was $ 5.4 million, $ 1.3 million, and $ 471,000 for the years ended December 31, 2024, 2023, and 2022, respectively. Income Taxes Deferred tax assets and deferred tax liabilities are provided for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective U.S. tax basis. Deferred tax assets and liabilities are measured using enacted U.S. corporate tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance only when management believes it is more likely than not that some, or all, of the deferred tax assets will not be realized. The Company determined that no valuation allowance was necessary at December 31, 2024 or 2023. Goodwill Goodwill is tested annually for impairment in the fourth quarter of each calendar year, or more frequently if events or changes in circumstances indicate that the carrying amount of the Company’s reporting units, including goodwill, may exceed their fair values. The Company first assesses qualitative factors in determining whether it is necessary to perform the quantitative goodwill impairment test. If management determines that it is more likely than not that the fair value of a reporting unit is less than the carrying value based on qualitative factors then they will perform the quantitative goodwill impairment test. For the quantitative goodwill impairment testing, the fair value of the reporting units is determined using a combination of a market approach and an income approach which projects the future cash flows produced by the reporting units and discounts those cash flows to their present value. The projection of future cash flows is necessarily dependent upon assumptions on the future levels of income as well as business trends, prospects, market, and economic conditions. The results of the two approaches are weighted to determine the fair value of each reporting unit. When the fair value is less than the carrying value of the net assets of the reporting unit, including goodwill, an impairment loss is charged to operations. To determine the amount of any goodwill impairment, the implied fair value of reporting unit goodwill is compared to the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination is determined. That is, the fair value of a reporting unit is assigned to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. Intangible Assets, Net Intangible assets are initially recognized and measured at fair value. Specifically identified intangible assets with indefinite lives include trademarks and state insurance licenses and authorities. Other specifically identified intangible assets with lives ranging from 7.0 to 27.5 years represent relationships with brokers. These intangible assets are amortized on a straight-line basis over their estimated useful lives. Intangible assets with indefinite useful lives are reviewed for impairment at least annually. In evaluating whether there has been impairment to the intangible asset, management determines the fair value of the intangible asset and compares the resulting fair value to the carrying value of the intangible asset. If the carrying value exceeds the fair value, the intangible asset F-13 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 is written down to fair value, and the impairment is reported through earnings. The Company evaluates intangible assets with definite lives for impairment when impairment indicators are noted. Impairment of Long-Lived Assets Long-lived assets with finite lives are tested for impairment whenever recognized events or changes in circumstances indicate the carrying value of these assets may not be recoverable. If indicators of impairment are present, fair value is calculated using estimated future cash flows expected to be generated from the use of those assets. In the fourth quarter of 2024, the Company determined that the decrease in the share price of the Company’s common stock during the quarter was an indication of impairment, and accordingly, the Company performed impairment testing on its goodwill and other intangible assets using a December 31, 2024 valuation date. As a result of this testing, the Company concluded that no impairment of the intangible assets had occurred. An impairment loss is recognized only if the carrying amount of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. That assessment is based on the carrying amount of the asset or asset group at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its fair value. Property and Equipment, Net Property and equipment, which is included in “other assets” in the accompanying consolidated balance sheets, is reported at cost less accumulated depreciation and is depreciated principally on a straight-line basis over the estimated useful lives of the depreciable assets, generally three years to ten years . Reserve for Losses and Loss Adjustment Expenses The reserve for losses and loss adjustment expenses represents the estimated ultimate cost of all reported and unreported losses and loss adjustment expenses incurred and unpaid at the balance sheet date. The Company does not discount this reserve. The process of estimating the reserve for losses and loss adjustment expenses requires a high degree of judgment and is subject to a number of variables. The reserve for losses and loss adjustment expenses is estimated using individual case-basis valuations and statistical analyses. Those estimates are subject to the effects of trends in loss severity and frequency. The Company utilizes various actuarially-accepted reserving methodologies in determining expected outcomes for its reserves. These methodologies utilize various inputs, including management’s initial expected loss ratio (the ratio of losses and loss adjustment expenses incurred to net earned premiums), expected reporting patterns and payment patterns for losses and loss adjustment expenses (based on insurance industry data and the Company’s own experience), and the Company’s actual paid and reported losses and loss adjustment expenses. An internal actuary reviews these results and (after applying appropriate professional judgment and other actuarial techniques that are considered necessary) presents recommendations to the Company’s management. Management uses this information and its judgment to make decisions on the final recorded reserve for losses and loss adjustment expenses. Management believes that the use of judgment is necessary to arrive at a best estimate for the reserve for losses and loss adjustment expenses given the long-tailed nature of the business generally written by the Company and the limited operating experience of the fronting and program business in the Specialty Admitted Insurance segment. Judgment is also required to make actuarial adjustments, if needed, for changes in claims processing and case reserving that could cause current reported loss and paid loss development patterns to deviate from historical patterns. The Company believes that the insurance that it writes is subject to above-average variation in reserve estimates. The Excess and Surplus Lines market is subject to high policyholder turnover and changes in underlying mix of exposures. This turnover and change in underlying mix of exposures can cause actuarial estimates based on prior experience to be less reliable than estimates for more stable, admitted books of business. Catastrophes of significant magnitude, including hurricanes, earthquakes, and wildfires, involve complex coverage issues. In estimating the reserve for losses and loss adjustment expenses for these catastrophes, management uses case reserve estimates based on information obtained from site inspections by the Company’s adjustors and the terms of coverage provided in the policies. Management estimates reserves for incurred but not reported claims for these catastrophes using judgment based on an assessment of the Company’s property insurance exposures where the catastrophes occur and the Company’s progress in settling claims. Although management believes that the reserve for losses and loss adjustment expenses is reasonable, it is possible that the Company’s actual incurred losses and loss adjustment expenses will not develop in a manner consistent with the assumptions inherent in the determination of these reserves. Specifically, the Company’s actual ultimate loss ratio could differ from management’s initial expected loss ratio and/or the Company’s actual reporting patterns for losses could differ from the F-14 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 expected reporting patterns. Accordingly, the ultimate settlement of losses and the related loss adjustment expenses may vary significantly from the estimates included in the Company’s consolidated financial statements. These estimates are reviewed continually by management and are adjusted as necessary as experience develops or new information becomes known; such adjustments are included in current operations. Retroactive Reinsurance Accounting Loss portfolio transfers and adverse development covers are forms of reinsurance utilized by the Company to transfer losses and loss adjustment expenses and associated risk of adverse development on covered subject business, as defined in the respective agreements, to an assuming reinsurer in exchange for a reinsurance premium. The Company periodically reevaluates the remaining reserves subject to loss portfolio transfers and adverse development covers, and when recognized adverse prior year development on the subject business causes the cumulative amounts ceded under the agreements to exceed the consideration paid, the agreements move into a gain position subject to retroactive reinsurance accounting under GAAP. Gains are deferred under retroactive reinsurance accounting and recognized in earnings in proportion to actual paid recoveries under the agreements using the recovery method. Share Based Compensation The Company expenses the fair value of share equity awards over the vesting period of the award on a straight-line basis. Compensation cost for performance restricted share units (“PRSU”) is based upon the probable outcome of performance conditions. The Black-Scholes-Merton option pricing model is used to value the options granted (see Note 14). Forfeitures of share-based awards are recognized as they occur. As the share based compensation expense is incurred, a corresponding increase to additional paid-in capital in shareholders’ equity is recognized. Share based compensation expense is reflected in “other operating expenses” in the accompanying consolidated statements of (loss) income and comprehensive loss. Variable Interest Entities Entities that do not have sufficient equity at risk to allow the entity to finance its activities without additional financial support or in which the equity investors, as a group, do not have the characteristic of a controlling financial interest are referred to as variable interest entities (“VIE”). A VIE is consolidated by the variable interest holder that is determined to have the controlling financial interest (primary beneficiary) as a result of having both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE’s capital structure, contractual terms, nature of the VIE’s operations and purpose, and the Company’s relative exposure to the related risks of the VIE on the date it becomes initially involved in the VIE. The Company reassesses its VIE determination with respect to an entity on an ongoing basis. The Company holds interests in VIEs through certain equity method investments included in “other invested assets” in the accompanying consolidated balance sheets. The Company has determined that it should not consolidate any of the VIEs as it is not the primary beneficiary in any of the relationships. Although the investments resulted in the Company holding variable interests in the entities, they did not empower the Company to direct the activities that most significantly impact the economic performance of the entities. The Company’s investments related to these VIEs totaled $ 7.7 million and $ 8.4 million as of December 31, 2024 and 2023, respectively, representing the Company’s maximum exposure to loss. Earnings (Loss) Per Share Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the dilution that could occur if securities or other contracts to issue common shares were exercised or vested using the treasury stock method or converted into common shares under the if-converted method. When inclusion of potential common shares increases the earnings per share or reduces the loss per share, the effect on earnings is anti-dilutive, and the diluted net earnings or net loss per share is computed excluding these potential common shares. F-15 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The following represents a reconciliation of the numerator and denominator of the basic and diluted (loss) earnings per common share computations contained in the consolidated financial statements. Year Ended December 31, 2024 2023 2022 (in thousands, except share and per share amounts) Net (loss) income from continuing operations $ ( 63,486 ) $ 61,209 $ 34,858 Less: Dividends on Series A preferred shares ( 37,149 ) ( 10,500 ) ( 8,750 ) (Loss) income from continuing operations available to common shareholders $ ( 100,635 ) $ 50,709 $ 26,108 Loss from discontinued operations ( 17,634 ) ( 168,893 ) ( 3,885 ) Net (loss) income available to common shareholders $ ( 118,269 ) $ ( 118,184 ) $ 22,223 Weighted average common shares outstanding: Basic 38,685,003 37,618,660 37,442,856 Dilutive potential common shares — 191,780 208,113 Diluted 38,685,003 37,810,440 37,650,969 Net (loss) income per common share: Basic Continuing operations $ ( 2.60 ) $ 1.35 $ 0.70 Discontinued operations $ ( 0.46 ) $ ( 4.49 ) $ ( 0.11 ) $ ( 3.06 ) $ ( 3.14 ) $ 0.59 Diluted Continuing operations $ ( 2.60 ) $ 1.34 $ 0.69 Discontinued operations $ ( 0.46 ) $ ( 4.47 ) $ ( 0.10 ) $ ( 3.06 ) $ ( 3.13 ) $ 0.59 For the years ended December 31, 2024, 2023, and 2022, potential common shares of 7,886,906 , 5,722,915 , and 4,728,461 , respectively, were excluded from the calculation of diluted (loss) earnings per common share as their effects were anti-dilutive. Adopted Accounting Standards The guidance in ASU 2023-07 —Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures was designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the new standard effective with this Form 10-K by providing additional segment disclosures in Note 20. The new standard did not have a material impact on the Company's financial statements. No accounting standards were adopted during the year ended December 31, 2024 that had a material impact on our financial statements. Prospective Accounting Standards The guidance in ASU 2023-09 —Income Taxes (Topic 740): Improvements to Income Tax Disclosures was designed to increase transparency about income tax information through improvements to the rate reconciliation and disclosure of income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024. Although the Company continues to evaluate the impact of adopting this new accounting standard, the amendments are disclosure-related and are not expected to have a material impact on the Company's financial statements. The guidance in ASU 2024-03 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses requires additional, disaggregated disclosure around certain income statement expense line items. This ASU is effective for fiscal years beginning after December 15, 2026 F-16 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 and interim periods beginning after December 15, 2027, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on the disclosures in its financial statements. There are no other prospective accounting standards which are expected to have a material impact on our financial statements subsequent to December 31, 2024 . 2. Discontinued Operations On November 8, 2023, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Fleming Intermediate Holdings LLC, a Cayman Islands limited liability company (the “Buyer”). Pursuant to the Stock Purchase Agreement, and on the terms and subject to the conditions therein, the Buyer agreed to purchase from the Company all of the common shares of JRG Re. JRG Re comprised the remaining operations of the former Casualty Reinsurance segment, and the sale of JRG Re, which closed on April 16, 2024, resulted in the Company’s disposition of its casualty reinsurance business and related assets. Pursuant to the terms of the Stock Purchase Agreement, the aggregate purchase price received by the Company, after giving effect to estimated adjustments based on changes in JRG Re’s adjusted net worth between March 31, 2023 and the closing, totaled approximately $ 291.4 million (the “Closing Date Purchase Price”). The aggregate Closing Date Purchase Price was comprised of (i) $ 152.4 million paid in cash by the Buyer and (ii) an aggregate $ 139.0 million dividend and distribution from contributed surplus by JRG Re to the Company. In accordance with the Stock Purchase Agreement, the cash portion of the purchase price was calculated based on an estimated balance sheet of JRG Re as of the date of closing. The estimated balance sheet is subject to final post-closing adjustments, which resulted in the downward adjustment to the purchase price discussed below. The Buyer delivered a closing statement to the Company, and pursuant to the procedures in the Stock Purchase Agreement, the Company has given its notice of disagreement with the Buyer’s closing statement. In its notice of disagreement, the Company (i) agreed with an $ 11.4 million downward adjustment to the Closing Date Purchase Price due to losses from JRG Re’s operations between the date of the balance sheet used to produce the estimated closing statement and the Closing Date, which downward adjustment was paid to the Buyer on October 18, 2024, and (ii) disputed $ 54.1 million in aggregate downward adjustments to the Closing Date Purchase Price claimed by the Buyer, which the Company believes are unsupported by the facts known to the Company and the terms of the Stock Purchase Agreement. The Stock Purchase Agreement provides procedures for resolving disputes between the parties regarding the closing statement and it is possible that the resolution of these disputes could result in a significant reduction to the amount of the purchase price. The Company determined that the sale of JRG Re met the criteria to be classified as held for sale at December 31, 2023 and that the sale represented a strategic shift that will have a major effect on its operations. Accordingly, the results of JRG Re's operations have been presented as discontinued operations, and the assets and liabilities of JRG Re at December 31, 2023 have been classified as held for sale and segregated for all periods presented in this Annual Report on Form 10-K. The $ 139.0 million pre-closing dividend includes the forgiveness of $ 133.2 million owed from JRGH to JRG Re and $ 5.8 million which was paid in cash to JRGH. In the fourth quarter of 2023, after giving effect to the pre-closing dividend, the Company recorded an estimated loss on sale of $ 80.4 million to write down the carrying value of JRG Re to its estimated fair value based upon the estimated sales price of the transaction less costs to sell and other adjustments in accordance with the Stock Purchase Agreement. At December 31, 2024, the estimated loss on the sale was revised to $ 78.3 million. The loss on disposal for the year ended December 31, 2024 of $ 4.1 million includes the $ 2.1 million gain for the change in the estimated loss on sale and selling costs incurred of $ 6.2 million. The $ 5.8 million cash portion of the pre-closing dividend is included in other liabilities at December 31, 2023. The Company also recognized losses of $ 53.2 million for the year ended December 31, 2023 associated with JRG Re's fixed maturity securities as the Company no longer had the intent or ability to hold securities in an unrealized loss position until a recovery of their fair value could occur. The losses are included in net realized and unrealized (losses) gains on investments in the operating results presented below. F-17 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 JRG Re's assets and liabilities held for sale at December 31, 2023 were comprised of the following: December 31, 2023 (in thousands) Assets Invested assets: Fixed maturity securities, at fair value $ 532,242 Equity securities, at fair value 2,779 Total invested assets 535,021 Cash and cash equivalents 13,202 Accrued investment income 3,589 Premiums receivable and agents’ balances, net 68,441 Reinsurance recoverable on unpaid and paid losses, net 234,615 Deferred policy acquisition costs 4,986 Write down of JRG Re to fair value less cost to sell ( 80,400 ) Other assets 3,939 Assets held for sale $ 783,393 Liabilities Reserve for losses and loss adjustment expenses $ 441,666 Unearned premiums 17,223 Funds held 137,796 Deferred reinsurance gain 33,167 Accrued expenses 1,955 Other liabilities 9,690 Liabilities held for sale $ 641,497 F-18 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The operating results of JRG Re reported in discontinued operations were as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Revenues: Gross written premiums $ 1,137 $ 17,357 $ 85,208 Ceded written premiums 877 2,178 ( 2,175 ) Net written premiums 2,014 19,535 83,033 Change in net unearned premiums 8,371 75,874 53,394 Net earned premiums 10,385 95,409 136,427 Net investment income 4,432 23,038 27,923 Net realized and unrealized (losses) gains on investments ( 9,472 ) ( 53,693 ) ( 12,598 ) Other income — — 430 Total revenues 5,345 64,754 152,182 Expenses: Losses and loss adjustment expenses 13,157 120,294 104,172 Other operating expenses 5,039 27,983 42,987 Other expenses — 1,402 5,202 Interest expense 732 3,568 3,706 Total expenses 18,928 153,247 156,067 Loss from discontinued operations ( 13,583 ) ( 88,493 ) ( 3,885 ) Loss on disposal of discontinued operations ( 4,051 ) ( 80,400 ) — Total loss from discontinued operations ( 17,634 ) ( 168,893 ) ( 3,885 ) Cash flows from discontinued operations included in the consolidated statements of cash flows were as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Net cash used in operating activities of discontinued operations $ ( 25,115 ) $ ( 115,907 ) $ ( 25,122 ) Net cash provided by investing activities of discontinued operations 63,104 115,145 8,497 Net cash provided by (used in) discontinued operations $ 37,989 $ ( 762 ) $ ( 16,625 ) Interest paid by discontinued operations $ 1,388 $ 3,951 $ 2,578 F-19 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 3. Investments The Company’s available-for-sale fixed maturity securities are summarized as follows: Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) December 31, 2024 Fixed maturity securities: State and municipal $ 223,009 $ 598 $ ( 27,043 ) $ 196,564 Residential mortgage-backed 352,064 32 ( 25,869 ) 326,227 Corporate 503,610 1,358 ( 29,483 ) 475,485 Commercial mortgage and asset-backed 178,238 112 ( 7,892 ) 170,458 U.S. Treasury securities and obligations guaranteed by the U.S. government 21,416 2 ( 419 ) 20,999 Total fixed maturity securities, available-for-sale $ 1,278,337 $ 2,102 $ ( 90,706 ) $ 1,189,733 December 31, 2023 Fixed maturity securities: State and municipal $ 273,462 $ 1,834 $ ( 26,459 ) $ 248,837 Residential mortgage-backed 336,064 1,243 ( 19,379 ) 317,928 Corporate 530,408 4,167 ( 28,847 ) 505,728 Commercial mortgage and asset-backed 235,302 78 ( 12,527 ) 222,853 U.S. Treasury securities and obligations guaranteed by the U.S. government 29,900 8 ( 778 ) 29,130 Total fixed maturity securities, available-for-sale $ 1,405,136 $ 7,330 $ ( 87,990 ) $ 1,324,476 The amortized cost and fair value of available-for-sale investments in fixed maturity securities at December 31, 2024 are summarized, by contractual maturity, as follows: Cost or Amortized Cost Fair Value (in thousands) One year or less $ 23,591 $ 23,350 After one year through five years 325,901 318,588 After five years through ten years 252,201 227,714 After ten years 146,342 123,396 Residential mortgage-backed 352,064 326,227 Commercial mortgage and asset-backed 178,238 170,458 Total $ 1,278,337 $ 1,189,733 Actual maturities may differ for some securities because borrowers have the right to call or prepay obligations with or without penalties. F-20 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The following table shows the Company’s gross unrealized losses and fair value for available-for-sale securities aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position: Less Than 12 Months 12 Months or More Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in thousands) December 31, 2024 Fixed maturity securities: State and municipal $ 35,979 $ ( 1,087 ) $ 146,547 $ ( 25,956 ) $ 182,526 $ ( 27,043 ) Residential mortgage-backed 179,807 ( 5,285 ) 140,559 ( 20,584 ) 320,366 ( 25,869 ) Corporate 149,149 ( 4,281 ) 220,743 ( 25,202 ) 369,892 ( 29,483 ) Commercial mortgage and asset-backed 17,991 ( 65 ) 101,525 ( 7,827 ) 119,516 ( 7,892 ) U.S. Treasury securities and obligations guaranteed by the U.S. government 7,653 ( 115 ) 12,412 ( 304 ) 20,065 ( 419 ) Total fixed maturity securities, available-for-sale $ 390,579 $ ( 10,833 ) $ 621,786 $ ( 79,873 ) $ 1,012,365 $ ( 90,706 ) December 31, 2023 Fixed maturity securities: State and municipal $ 30,196 $ ( 287 ) $ 168,517 $ ( 26,172 ) $ 198,713 $ ( 26,459 ) Residential mortgage-backed 68,497 ( 1,256 ) 145,954 ( 18,123 ) 214,451 ( 19,379 ) Corporate 55,970 ( 532 ) 290,308 ( 28,315 ) 346,278 ( 28,847 ) Commercial mortgage and asset-backed 24,048 ( 151 ) 182,295 ( 12,376 ) 206,343 ( 12,527 ) U.S. Treasury securities and obligations guaranteed by the U.S. government 7,961 ( 71 ) 19,889 ( 707 ) 27,850 ( 778 ) Total fixed maturity securities, available-for-sale $ 186,672 $ ( 2,297 ) $ 806,963 $ ( 85,693 ) $ 993,635 $ ( 87,990 ) At December 31, 2024, the Company held fixed maturity securities of 423 issuers that were in an unrealized loss position with a total fair value of $ 1,012.4 million and gross unrealized losses of $ 90.7 million. None of the fixed maturity securities with unrealized losses has ever missed, or been delinquent on, a scheduled principal or interest payment. At December 31, 2024, 100.0 % of the Company’s fixed maturity security portfolio was rated “BBB-” or better (“investment grade”) by Standard & Poor’s or received an equivalent rating from another nationally recognized rating agency. At December 31, 2024 there were no fixed maturity securities with ratings below investment grade by Standard & Poor's or another nationally recognized rating agency. The Company periodically reviews its available-for-sale fixed maturities to determine whether any unrealized losses exist that are due to credit-related factors. An allowance for credit losses is established for any credit-related impairments, limited to the amount by which fair value is below amortized cost. Changes in the allowance for credit losses are recognized in earnings and included in net realized and unrealized gains (losses) on investments. Unrealized losses that are not credit-related are recognized in other comprehensive income. The Company considers the extent to which fair value is below amortized cost in determining whether a credit-related loss exists. The Company also considers the credit quality rating of the security, with a special emphasis on securities downgraded below investment grade. A comparison is made between the present value of expected future cash flows for a security and its amortized cost. If the present value of future expected cash flows is less than amortized cost, a credit loss is presumed to exist and an allowance for credit losses is established. Management may conclude that a qualitative analysis is sufficient to support its conclusion that the present value of expected cash flows equals or exceeds a security's amortized cost. As a result of this review, management concluded that there were no credit-related impairments of fixed maturities at December 31, 2024 or December 31, 2023. During the year ended December 31, 2024, management recognized an impairment loss of $ 207,000 for one fixed maturity security due to the Company's inability to hold the security until a recovery in its value to the amortized cost basis. For the remainder of securities in an unrealized loss position, management does not intend to sell the securities and it is not "more likely than not" that the Company will be required to sell these securities before a recovery in their value to their amortized cost basis occurs. F-21 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The Company elected the fair value option to account for bank loan participations. Under the fair value option, bank loan participations are measured at fair value, and changes in unrealized gains and losses in bank loan participations are reported in our income statement as net realized and unrealized gains (losses) on investments. Applying the fair value option to the bank loan portfolio increases volatility in the Company's financial statements, but management believes it is less subjective and less burdensome to implement and maintain than ASU 2016-13, which would have otherwise been required. At December 31, 2024, the Company's bank loan portfolio had an aggregate unpaid principal balance of $ 149.4 million and an aggregate fair value of $ 142.4 million. Investment income on bank loan participations included in net investment income was $ 17.0 million, $ 12.0 million, $ 4.3 million during the years ended December 31, 2024, 2023, and 2022, respectively. Net realized and unrealized gains (losses) on investments includes losses of $ 620,000 , gains of $ 9.0 million, and losses of $ 5.4 million related to changes in unrealized gains and losses on bank loan participations for the years ended December 31, 2024, 2023, and 2022, respectively. Management concluded that $ 3.3 million, $ 397,000 , and $ 574,000 of the net realized and unrealized gains (losses) were due to credit-related impairments for the years ended December 31, 2024, 2023, and 2022, respectively. Losses due to credit-related impairments were determined based upon consultations and advice from the Company's specialized investment manager and consideration of any adverse situations that could affect the borrower's ability to repay, the estimated value of underlying collateral, and other relevant factors. Bank loan participations generally have a credit rating that is below investment grade (i.e. below “BBB-” for Standard & Poor’s) at the date of purchase. These bank loans are primarily senior, secured floating-rate debt rated “BB”, “B”, or “CCC” by Standard & Poor’s or an equivalent rating from another nationally recognized rating agency. These bank loans include assignments of, and participations in, performing and non-performing senior corporate debt generally acquired through primary bank syndications and in secondary markets. Bank loans consist of, but are not limited to, term loans, the funded and unfunded portions of revolving credit loans, and other similar loans and investments. Management believed that it was probable at the time that these loans were acquired that the Company would be able to collect all contractually required payments receivable. Interest income on bank loan participations is accrued on the unpaid principal balance, and discounts and premiums on bank loan participations are amortized to income using the interest method. Generally, the accrual of interest on a bank loan participation is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A bank loan participation may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Generally, bank loan participations are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. Interest received on nonaccrual loans generally is reported as investment income. There were no bank loans on nonaccrual status at December 31, 2024 or 2023. Major categories of the Company’s net investment income are summarized as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Fixed maturity securities $ 48,262 $ 49,793 $ 28,131 Bank loan participations 16,992 11,984 4,256 Equity securities 7,424 6,548 5,479 Other invested assets 4,855 5,049 3,408 Cash, cash equivalents, restricted cash equivalents, and short-term investments 19,249 13,703 4,170 Gross investment income 96,782 87,077 45,444 Investment expense ( 3,693 ) ( 3,031 ) ( 2,256 ) Net investment income $ 93,089 $ 84,046 $ 43,188 F-22 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The Company’s net realized and unrealized gains and losses on investments are summarized as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Fixed maturity securities: Gross realized gains $ 1,613 $ — $ 1,534 Gross realized losses ( 2,891 ) ( 339 ) ( 291 ) ( 1,278 ) ( 339 ) 1,243 Equity securities: Gross realized gains 11,061 1,845 1,248 Gross realized losses ( 1,439 ) ( 320 ) ( 685 ) Changes in fair values of equity securities ( 873 ) 3,722 ( 11,685 ) 8,749 5,247 ( 11,122 ) Bank loan participations: Gross realized gains 845 306 63 Gross realized losses ( 4,069 ) ( 3,806 ) ( 428 ) Changes in fair values of bank loan participations ( 620 ) 9,049 ( 5,381 ) ( 3,844 ) 5,549 ( 5,746 ) Short-term investments and other: Gross realized gains 1 2 1 Gross realized losses ( 2 ) ( 18 ) ( 96 ) Changes in fair values of short-term investments and other ( 1 ) — — ( 2 ) ( 16 ) ( 95 ) Total $ 3,625 $ 10,441 $ ( 15,720 ) The change in the Company’s available-for-sale fixed maturity gross unrealized net losses was $( 7.9 ) million, $ 30.4 million and $( 131.4 ) million for the years ended December 31, 2024, 2023, and 2022, respectively. F-23 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The Company invests selectively in private debt and equity opportunities. These investments, which together comprise the Company’s other invested assets, are primarily focused in renewable energy, limited partnerships, and bank holding companies. Carrying Value Investment Income December 31, Year Ended December 31, 2024 2023 2024 2023 2022 (in thousands) Renewable energy LLCs (a) Excess and Surplus Lines $ 7,690 $ 8,382 $ 1,447 $ 2,375 $ 3,366 Corporate & Other — — 293 524 435 7,690 8,382 1,740 2,899 3,801 Renewable energy notes receivable ( b) Excess and Surplus Lines — 608 61 108 270 Corporate & Other — 761 77 136 337 — 1,369 138 244 607 Limited partnerships (c) Excess and Surplus Lines 14,644 11,914 2,393 1,566 ( 805 ) Corporate & Other 464 664 — — ( 538 ) 15,108 12,578 2,393 1,566 ( 1,343 ) Private Debt (d) Excess and Surplus Lines 13,902 10,805 584 340 343 Corporate & Other — — — — — 13,902 10,805 584 340 343 Total other invested assets Excess and Surplus Lines 36,236 31,709 4,485 4,389 3,174 Corporate & Other 464 1,425 370 660 234 $ 36,700 $ 33,134 $ 4,855 $ 5,049 $ 3,408 (a) The Company’s Excess and Surplus Lines segment owns equity interests ranging from 3.6 % to 5 % in various LLCs whose principal objective is capital appreciation and income generation from owning and operating renewable energy production facilities (wind and solar). The Company’s former Non-Executive Chairman invested in certain of these LLCs. The equity method is used to account for the Company’s LLC investments. Income for the LLCs primarily reflects adjustments to the carrying values of investments in renewable energy projects to their determined fair values. The fair value adjustments are included in revenues for the LLCs. Expenses for the LLCs are not significant and are comprised of administrative and interest expenses. During the fourth quarter of 2022, the underlying projects in two of our LLCs were sold at the manager's discretion. The Company received proceeds of $ 20.2 million, comprised of $ 17.2 million in the Excess and Surplus Lines segment and $ 3.0 million in the Corporate and Other segment. During the year ended December 31, 2023, the Company received additional proceeds from the sales of $ 3.1 million in the Excess and Surplus Lines segment and $ 524,000 in the Corporate and Other segment. During the year ended December 31, 2024, the Company received additional proceeds from the sales of $ 1.7 million in the Excess and Surplus Lines segment and $ 293,000 in the Corporate and Other segment. The Company received cash distributions from all renewable energy investments totaling $ 439,000 and $ 3.7 million for the years ended December 31, 2024 and 2023, respectively. (b) The Company's Excess and Surplus Lines and Corporate and Other segments have invested in two notes receivable for renewable energy projects. Interest on the notes, which mature in 2025, is fixed at 12 %. During the year ended December 31, 2024 , the Company received principal repayments of $ 608,000 and $ 761,000 on the notes receivable in the Company's Excess and Surplus Lines segment and Corporate and Other segment, respectively. During the year ended December 31, 2023 , the Company received principal repayments of $ 593,000 and $ 742,000 on the notes receivable in the Company's Excess and Surplus Lines segment and Corporate and Other segment, respectively. F-24 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 (c) The Company owns investments in limited partnerships that invest in concentrated portfolios including publicly-traded small cap equities, loans of middle market private equity sponsored companies, private equity general partnership interests, commercial mortgage-backed securities, specialty private credit, and tranches of distressed home loans. Income from the partnerships is recognized under the equity method of accounting. During the year ended December 31, 2022, the Company recognized an impairment loss of $ 538,000 on one limited partnership in the Corporate & Other segment. At December 31, 2024, the Company’s Excess and Surplus Lines segment has outstanding commitments to invest another $ 4.7 million in these limited partnerships and a $ 20.0 million commitment to invest in a new limited partnership. (d) The Company's Excess and Surplus Lines segment holds two notes receivable for structured private specialty credit. Interest on the notes, which mature in 2031, is fixed at 4.25 % and 5.25 %. At December 31, 2024, the Company's Excess and Surplus Lines segment has outstanding commitments to invest another $ 2.3 million in these notes. Previously, the Company's Excess and Surplus Lines segment held $ 4.5 million of subordinated notes issued by a bank holding company for which the former Non-Executive Chairman of the Company was previously the Lead Independent Director. The notes matured on August 12, 2023. Interest on the notes was fixed at 7.6 % per annum. At December 31, 2024 and 2023, cash and investments with a fair value of $ 76.6 million and $ 72.4 million, respectively, were on deposit with state insurance departments to satisfy regulatory requirements. 4. Deferred Policy Acquisition Costs An analysis of deferred policy acquisition costs is as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Balance at beginning of period $ 31,497 $ 32,837 $ 21,399 Policy acquisition costs deferred: Commissions 43,720 47,665 38,190 Underwriting and other issue expenses 20,918 23,628 23,057 64,638 71,293 61,247 Amortization of policy acquisition costs ( 65,960 ) ( 72,633 ) ( 49,809 ) Net change ( 1,322 ) ( 1,340 ) 11,438 Balance at end of period $ 30,175 $ 31,497 $ 32,837 5. Goodwill and Intangible Assets On December 11, 2007, the Company completed an acquisition of James River Group by acquiring 100 % of the outstanding shares of James River Group common stock, referred to herein as the “Merger”. The transaction was accounted for under the purchase method of accounting, and goodwill and intangible assets were recognized by the Company as a result of the transaction. All of the Company’s goodwill is an asset of the Excess and Surplus Lines segment. The Company’s annual testing performed in the fourth quarter of 2024, 2023 and 2022 indicated that no impairment of goodwill had occurred. The carrying amount of goodwill at December 31, 2024 and 2023 was $ 181.8 million. Accumulated goodwill impairment losses were $ 99.6 million at December 31, 2024 and 2023. The most recent goodwill impairment losses occurred in 2010. Specifically identifiable intangible assets were acquired in the Merger. In September, 2023, the Company sold the renewal rights to the Individual Risk Workers’ Compensation (“IRWC”) business in the Specialty Admitted Insurance segment. Upon closing of the transaction, the Company recognized an impairment charge of $ 2.5 million related to the trademark intangible asset associated with the IRWC business. During the fourth quarters of 2024, 2023 and 2022, the indefinite-lived intangible assets for trademarks and insurance licenses and authorities were tested for impairment. Intangible assets for broker relationships that have specific lives and are subject to amortization were also reviewed for impairment. There were no additional impairments recognized in 2024, 2023, or 2022. F-25 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The gross carrying amounts and accumulated amortization for each major specifically identifiable intangible asset class were as follows: December 31, 2024 2023 Life (Years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (in thousands) Trademarks Indefinite $ 19,700 $ — $ 19,700 $ — Insurance licenses and authorities Indefinite 8,964 — 8,964 — Identifiable intangibles not subject to amortization 28,664 — 28,664 — Broker relationships 24.6 11,611 7,825 11,611 7,462 Identifiable intangible assets subject to amortization 11,611 7,825 11,611 7,462 $ 40,275 $ 7,825 $ 40,275 $ 7,462 Future estimated amortization of specifically identifiable intangible assets as of December 31, 2024 is as follows ( in thousands) : 2025 $ 363 2026 363 2027 363 2028 363 2029 363 Thereafter 1,971 Total $ 3,786 The table below summarizes the changes in the net carrying values of intangible assets by segment for the year ended December 31, 2024: December 31, 2023 December 31, 2024 Net Carrying Value Amortization Impairment Losses Net Carrying Value (in thousands) Excess and Surplus Lines Trademarks $ 19,700 $ — $ — $ 19,700 Insurance licenses and authorities 4,900 — — 4,900 Broker relationships 4,148 ( 363 ) — 3,785 28,748 ( 363 ) — 28,385 Specialty Admitted Insurance Trademarks — — — — Insurance licenses and authorities 4,065 — — 4,065 4,065 — — 4,065 Total identifiable intangible assets $ 32,813 $ ( 363 ) $ — $ 32,450 F-26 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The table below summarizes the changes in the net carrying values of intangible assets by segment for the year ended December 31, 2023: December 31, 2022 December 31, 2023 Net Carrying Value Amortization Impairment Losses Net Carrying Value (in thousands) Excess and Surplus Lines Trademarks $ 19,700 $ — $ — $ 19,700 Insurance licenses and authorities 4,900 — — 4,900 Broker relationships 4,511 ( 363 ) — 4,148 29,111 ( 363 ) — 28,748 Specialty Admitted Insurance Trademarks 2,500 — ( 2,500 ) — Insurance licenses and authorities 4,065 — — 4,065 6,565 — ( 2,500 ) 4,065 Total identifiable intangible assets $ 35,676 $ ( 363 ) $ ( 2,500 ) $ 32,813 Amortization of intangible assets was $ 363,000 for the Excess and Surplus Lines segment and $ 0 for the Specialty Admitted Insurance segment for the year ended December 31, 2022. 6. Property and Equipment, Net Property and equipment, net of accumulated depreciation, is included in "other assets" on the consolidated balance sheets and consists of the following: December 31, 2024 2023 (in thousands) Electronic data processing hardware and software $ 24,902 $ 19,693 Furniture and equipment 1,763 2,136 Property and equipment, cost basis 26,665 21,829 Accumulated depreciation ( 6,892 ) ( 4,834 ) Property and equipment, net $ 19,773 $ 16,995 7. Leases The Company has entered into operating leases for office space in North Carolina, Virginia, Arizona, and Georgia. The present value of future lease payments for the Company’s leases with terms greater than 12 months are included on the consolidated balance sheets as lease liabilities and right-of-use lease assets. For leases with terms of 12 months or less, lease payments are recognized in other operating expenses on a straight-line basis over the lease term. Total expected lease payments are based on the lease payments specified in the contract and the stated term, including any options to extend or terminate that the Company is reasonably certain to exercise. The Company elected the practical expedient to account for lease components and any associated non-lease components as a single lease component, and therefore allocates all of the expected lease payments to the lease component. The lease liability, which represents the Company’s obligation to make lease payments arising from the lease, is calculated based on the present value of expected lease payments over the remaining lease term, discounted using the Company’s collateralized incremental borrowing rate at the commencement date. The lease liability is then adjusted for any prepaid rent, lease incentives received or capitalized initial direct costs to determine the lease asset, which represents the Company's right to use the underlying asset for the lease term. Lease liabilities and right-of-use assets are included in other liabilities and other assets , respectively, on the Company's consolidated balance sheets. F-27 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 At December 31, 2024, lease liabilities and right-of-use assets associated with the Company's operating leases were $ 5.6 million and $ 5.3 million, respectively ($ 8.0 million and $ 7.8 million at December 31, 2023, respectively). The weighted-average discount rate and weighted average remaining lease term for operating leases was 4.8 % and 2.6 years, respectively, as of December 31, 2024. The table below summarizes maturities of the Company’s operating lease liabilities as of December 31, 2024, which reconciles to total lease liabilities included in other liabilities on the Company’s consolidated balance sheets: Years ending December 31, (in thousands) 2025 $ 3,150 2026 1,196 2027 914 2028 538 2029 158 Thereafter — Total lease payments 5,956 Less imputed interest ( 357 ) Total operating lease liabilities $ 5,599 Operating lease liabilities include $ 2.3 million associated with office space in a building that is owned by a partnership in which the Company has a minority interest. Operating lease costs were $ 4.1 million, $ 4.6 million, and $ 4.6 million for the years ended December 31, 2024 , 2023, and 2022, respectively. Operating lease costs are primarily comprised of rental expense for operating leases. Rental expense is recognized on a straight line basis over the lease term and includes amortization of the right-of-use lease asset and imputed interest on the lease liability. Operating lease costs are included in other operating expenses in the Company's consolidated statements of (loss) income and comprehensive loss. 8. Reserve for Losses and Loss Adjustment Expenses In establishing the reserve for losses and loss adjustment expenses, the Company’s internal actuaries estimate an initial expected ultimate loss ratio for each of our lines of business by accident year. Input from the Company’s underwriting and claims departments, including premium pricing assumptions and historical experience, are considered by the Company’s internal actuaries in estimating the initial expected loss ratios. The Company’s internal actuaries generally utilize five primary actuarial methods in their estimation process for the reserve for losses and loss adjustment expenses. These primary methods are supplemented by additional actuarial methods as the Chief Actuary considers appropriate. For example, these supplemental methods can include frequency and severity methods that utilize claim count data to estimate ultimate losses and loss adjustment expenses. These methods utilize, to varying degrees, the initial expected loss ratio, detailed statistical analysis of past claims reporting and payment patterns, claims frequency and severity, paid loss experience, industry loss experience, and changes in market conditions and claims handling practices, policy forms, exclusions, and exposures. In applying these methods to develop an estimate of the reserve for losses and loss adjustment expenses, our internal actuaries use judgment to determine three key parameters for each accident year and line of business: the initial expected loss ratios, the incurred and paid loss development factors and the weighting of the actuarial methods to be used for each accident year and line of business. For the Excess and Surplus Lines segment, the internal actuaries perform a study on each of these parameters at least annually and make recommendations for the initial expected loss ratios, the incurred and paid loss development factors and the weighting of the actuarial methods by accident year and line of business. Members of management’s Reserve Committee review and approve the parameter review actuarial recommendations, and absent any developments requiring an earlier review, these approved parameters are used in the reserve estimation process for the next four quarters at which time a new parameter study is performed. For the Specialty Admitted Insurance segment, expected loss ratios, loss development factors, and loss cost trends are reviewed and updated at least annually. Different reserving methods are appropriate in different situations, and the Company’s internal actuaries use their judgment and experience to determine the weighting of the methods to use for each accident year and each line of business. For example, the current accident year has very little incurred and paid loss development data on which to base reserve projections. As a result, the Company relies heavily on the initial expected loss ratio in estimating reserves for the current accident year. The F-28 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Company generally sets the initial expected loss ratio for the current accident year consistent with the internal actuaries’ pricing assumptions adjusted upward where warranted based on management's judgment in order to produce the best estimate. We believe that this is a reasonable and appropriate reserving assumption for the current accident year since our pricing assumptions are actuarially driven and since the Company expects to make an acceptable return on the new business written. If actual loss emergence is better than our initial expected loss ratio assumptions, we will experience favorable development and if it is worse than our initial expected loss ratio assumptions, we will experience adverse development. Conversely, sufficient incurred and paid loss development data is available for the oldest accident years, so more weight is given to this development data and less weight is given to the initial expected loss ratio. The following table provides a reconciliation of the beginning and ending reserve balances for losses and loss adjustment expenses, net of reinsurance, to the gross amounts reported in the consolidated balance sheets. Reinsurance recoverables on unpaid losses and loss adjustment expenses are presented gross of an allowance for credit losses on reinsurance balances of $ 1.2 million, $ 660,000 , and $ 580,000 at December 31, 2024, 2023, and 2022, respectively. Year Ended December 31, 2024 2023 2022 (in thousands) Reserve for losses and loss adjustment expenses net of reinsurance recoverables at beginning of period $ 1,246,973 $ 1,080,766 $ 974,221 Add: Incurred losses and loss adjustment expenses net of reinsurance: Current year 441,058 463,530 429,260 Prior years - retroactive reinsurance 37,237 4,991 15,742 Prior years - excluding retroactive reinsurance 76,079 31,636 ( 4,360 ) Total incurred losses and loss and adjustment expenses 554,374 500,157 440,642 Deduct: Loss and loss adjustment expense payments net of reinsurance: Current year 31,313 32,410 33,720 Prior years 333,277 296,549 284,635 Total loss and loss adjustment expense payments 364,590 328,959 318,355 Deduct: Change in deferred reinsurance gain - retroactive reinsurance 37,237 4,991 15,742 Deduct: Loss reserves ceded in E&S ADC 313,242 — — Reserve for losses and loss adjustment expenses net of reinsurance recoverables at end of period 1,086,278 1,246,973 1,080,766 Add: Reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period 1,998,128 1,359,134 1,260,197 Reserve for losses and loss adjustment expenses gross of reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period $ 3,084,406 $ 2,606,107 $ 2,340,963 The foregoing reconciliation shows that $ 76.1 million of net adverse development was experienced in 2024 on the reserve for losses and loss adjustment expenses held at December 31, 2023 (excluding adverse prior year development subject to retroactive reinsurance accounting - see Loss Portfolio Transfers and Adverse Development Covers below). This net adverse reserve development included $ 76.7 million of net adverse development in the Excess and Surplus Lines segment, including a $ 52.2 million reserve charge upon execution of the E&S ADC (consideration paid in excess of initial reserves), and $ 607,000 of net favorable development in the Specialty Admitted Insurance segment. The foregoing reconciliation shows that $ 31.6 million of net adverse development was experienced in 2023 on the reserve for losses and loss adjustment expenses held at December 31, 2022 (excluding adverse prior year development subject to retroactive reinsurance accounting - see Loss Portfolio Transfers and Adverse Development Covers below). This net adverse reserve development included $ 32.6 million of net adverse development in the Excess and Surplus Lines segment, with adverse development in accident years 2020 and prior exceeding favorable development on accident years 2022 and 2021, and $ 972,000 of net favorable development in the Specialty Admitted Insurance segment. The foregoing reconciliation shows that $ 4.4 million of net favorable development was experienced in 2022 on the reserve for losses and loss adjustment expenses held at December 31, 2021 (excluding adverse prior year development subject to retroactive reinsurance accounting - see Loss Portfolio Transfers and Adverse Development Covers below). This net favorable F-29 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 reserve development included $ 210,000 of net favorable development in the Excess and Surplus Lines segment and $ 4.2 million of net favorable development in the Specialty Admitted Insurance segment. The Company also experienced $ 5.0 million of net catastrophe losses in 2022 related to Hurricane Ian. Loss Portfolio Transfers and Adverse Development Covers Loss portfolio transfers and adverse development covers are forms of retroactive reinsurance utilized by the Company to transfer losses and loss adjustment expenses and associated risk of adverse development on covered subject business, as defined in the respective agreements, to an assuming reinsurer in exchange for a reinsurance premium. This reinsurance can bring economic finality (up to the limit of such agreements, if applicable) on the subject risks when they no longer meet the Company's risk appetite or are no longer aligned with the Company's risk management guidelines. Commercial Auto Loss Portfolio Transfer On September 27, 2021, James River Insurance and James River Casualty Company (together, “James River”) entered into a loss portfolio transfer transaction (the “Commercial Auto LPT”) with Aleka Insurance, Inc. (“Aleka”), a captive insurance company affiliate of Rasier LLC, to reinsure substantially all of the Excess and Surplus Lines segment's legacy portfolio of commercial auto policies previously issued to Rasier LLC and its affiliates (collectively, “Rasier”) for which James River is not otherwise indemnified by Rasier. The reinsurance coverage is structured to be fully collateralized, is not subject to an aggregate limit, and is subject to certain exclusions. The cumulative amounts ceded under the loss portfolio transfer were $ 459.3 million, $ 456.2 million and $ 391.8 million as of December 31, 2024, 2023, and 2022, respectively. Combined Loss Portfolio Transfer and Adverse Development Cover On July 2, 2024, James River entered into a Combined Loss Portfolio Transfer and Adverse Development Cover Reinsurance Contract (the “E&S ADC”) with State National Insurance Company, Inc. (“State National”). The transaction closed upon signing. The E&S ADC was effective January 1, 2024 (the “Effective Date”) and applies to James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive), excluding, among others, losses related to commercial auto policies issued to a former large insured or its affiliates (the “Subject Business”). Pursuant to the E&S ADC, (a) State National reinsures 85 % of losses paid on and after the Effective Date in respect of the Subject Business in excess of $ 716.6 million up to an aggregate limit of $ 467.1 million (with State National’s share of the aggregate limit being $ 397.0 million) in exchange for a reinsurance premium paid by James River equal to $ 313.2 million, (b) James River continues to manage claims and to manage and collect the benefit of other existing third-party reinsurance on the Subject Business, which third-party reinsurance inures to the benefit of the E&S ADC, and (c) James River is entitled to a profit commission of 50 % of any favorable development on the business ceded to State National below 104.5 % of carried reserves, which profit commission shall not exceed $ 87.0 million in total. The Company has $ 41.2 million of aggregate limit remaining on the E&S ADC at December 31, 2024. Adverse Development Cover On November 11, 2024, Enstar Group Limited ("Enstar"), through its subsidiary Cavello Bay Reinsurance Limited, entered into an adverse development cover agreement with James River ("E&S Top Up ADC"), pursuant to which, in exchange for a premium of $ 52.8 million (less an amount equal to the federal excise tax payable on the premium), Cavello Bay reinsures, effective January 1, 2024, 100 % of the losses associated with James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive). The E&S Top Up ADC excludes losses related to commercial auto policies issued to a former large insured or its affiliates and is subject to a retention by James River of $ 1,183.7 million (the limit of the E&S ADC executed on July 2, 2024) and up to an aggregate limit of $ 75.0 million. The E&S Top Up ADC closed on December 23, 2024. The Company recognized a $ 52.8 million reduction in pre-tax income in connection with the adverse development cover upon closing. The Company has $ 75.0 million of aggregate limit remaining on the E&S Top Up ADC at December 31, 2024. Retroactive Reinsurance Accounting The Company periodically reevaluates the remaining reserves subject to the Commercial Auto LPT, the E&S ADC, and the E&S Top Up ADC, and when recognized adverse prior year development on the subject business causes the cumulative amounts ceded under the agreements to exceed the consideration paid, the agreements move into a gain position subject to retroactive reinsurance accounting under GAAP. Gains are deferred under retroactive reinsurance accounting and recognized in earnings in proportion to actual paid recoveries under the agreements using the recovery method. While the deferral of gains can introduce volatility in our results in the short-term, over the life of the contract, we would expect no economic impact to the F-30 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Company as long as the counterparty performs under the contract. The impact of retroactive reinsurance accounting is not indicative of our current and ongoing operations. The following tables summarize the retroactive reinsurance accounting for the Commercial Auto LPT and the E&S ADC for the years ended December 31, 2024, 2023, and 2022. Year Ended December 31, 2024 2023 2022 (in thousands) Commercial Auto LPT Deferred retroactive reinsurance gain at beginning of period $ 20,733 $ 15,742 $ — Adverse prior year development on subject business 3,051 64,403 46,697 Retroactive reinsurance benefits under the recovery method ( 14,562 ) ( 59,412 ) ( 30,955 ) Deferred retroactive reinsurance gain at end of period $ 9,222 $ 20,733 $ 15,742 E&S ADC Deferred retroactive reinsurance gain at beginning of period $ — $ — $ — Adverse prior year development ceded on subject business 48,748 — — Retroactive reinsurance benefits under the recovery method — — — Deferred retroactive reinsurance gain at end of period $ 48,748 $ — $ — Total Deferred retroactive reinsurance gain at beginning of period $ 20,733 $ 15,742 $ — Adverse prior year development on subject business 51,799 64,403 46,697 Retroactive reinsurance benefits under the recovery method ( 14,562 ) ( 59,412 ) ( 30,955 ) Deferred retroactive reinsurance gain at end of period $ 57,970 $ 20,733 $ 15,742 F-31 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The following tables present incurred and paid losses and loss adjustment expenses, net of reinsurance as of December 31, 2024 for: (1) the Excess and Surplus Lines segment split between all excess and surplus lines business excluding commercial auto, and separately, commercial auto, and (2) the Specialty Admitted Insurance segment split between individual risk workers’ compensation and fronting and programs. The information provided herein about incurred and paid accident year claims development for the years ended December 31, 2023 and prior is presented as “unaudited” supplementary information. Excess and Surplus Lines — Excluding Commercial Auto Incurred losses and loss adjustment expenses, net of reinsurance (in thousands) Accident Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2015 $ 126,443 $ 113,417 $ 104,847 $ 102,434 $ 103,688 $ 110,466 $ 114,398 $ 116,085 $ 118,599 $ 122,048 2016 138,507 125,093 126,050 126,971 125,097 132,235 135,491 141,242 148,400 2017 144,349 131,897 132,136 124,265 128,674 134,272 147,196 155,593 2018 167,004 158,458 146,633 150,687 151,563 167,237 173,186 2019 214,653 194,759 189,671 188,061 204,844 228,076 2020 239,897 211,732 207,210 231,658 273,883 2021 304,435 286,343 274,120 307,338 2022 340,436 293,402 320,146 2023 369,255 330,330 2024 360,426 Total $ 2,419,426 Cumulative paid losses and loss adjustment expenses, net of reinsurance (in thousands) Accident Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2015 $ 4,048 $ 17,164 $ 34,801 $ 55,911 $ 73,455 $ 87,344 $ 94,494 $ 103,138 $ 110,860 $ 112,793 2016 5,180 22,852 46,045 70,105 90,166 102,072 116,059 126,916 133,928 2017 5,290 22,956 42,764 64,924 81,303 102,866 120,229 132,182 2018 6,000 26,160 50,679 76,494 105,538 124,903 138,319 2019 8,235 31,346 62,227 103,836 136,289 166,472 2020 8,642 34,561 73,106 117,892 168,550 2021 11,693 55,070 100,649 154,168 2022 12,713 51,537 108,960 2023 10,927 49,094 2024 11,096 Total $ 1,175,562 Total outstanding losses and loss adjustment expenses, net of reinsurance before E&S ADC $ 1,243,864 Reinsurance recoverable for E&S ADC $ 349,337 All outstanding losses and loss adjustment expenses prior to 2015, net of reinsurance ( 81 claims outstanding) $ 14,834 Total outstanding losses and loss adjustment expenses, net of reinsurance $ 909,361 F-32 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Excess and Surplus Lines — Commercial Auto Incurred losses and loss adjustment expenses, net of reinsurance (in thousands) Accident Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2015 $ 30,109 $ 33,113 $ 35,149 $ 36,139 $ 36,636 $ 37,839 $ 38,046 $ 37,915 $ 37,950 $ 37,778 2016 74,340 109,286 126,791 147,122 157,712 164,399 164,046 165,744 165,121 2017 207,355 208,743 272,421 319,472 355,713 366,636 376,251 376,306 2018 255,881 230,220 283,408 349,067 371,637 389,244 389,261 2019 262,306 240,773 339,771 365,279 408,340 416,654 2020 19,133 10,899 12,324 19,009 22,062 2021 21,154 16,565 17,319 19,998 2022 26,126 19,921 19,730 2023 18,181 16,089 2024 11,602 Total $ 1,474,601 Cumulative paid losses and loss adjustment expenses, net of reinsurance (in thousands) Accident Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2015 $ 8,356 $ 15,234 $ 24,282 $ 31,592 $ 34,819 $ 35,983 $ 36,710 $ 37,462 $ 37,725 $ 37,753 2016 18,295 54,054 89,381 125,108 141,545 152,030 158,819 162,219 164,491 2017 41,467 107,377 192,961 252,169 309,860 344,235 364,501 369,931 2018 45,136 119,099 184,686 257,346 329,009 368,865 379,246 2019 44,225 107,182 192,982 285,725 358,920 393,141 2020 628 2,854 7,304 14,151 17,705 2021 2,810 4,313 10,325 12,936 2022 1,897 5,365 8,691 2023 2,066 5,341 2024 319 Total $ 1,389,554 Total outstanding losses and loss adjustment expenses, net of reinsurance before Commercial Auto LPT $ 85,047 Reinsurance recoverable for Commercial Auto LPT $ 35,315 Reinsurance recoverable for E&S ADC $ 12,653 All outstanding losses and loss adjustment expenses prior to 2015, net of reinsurance ( 0 claims outstanding) $ 25 Total outstanding losses and loss adjustment expenses, net of reinsurance $ 37,104 F-33 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Specialty Admitted — Individual Risk Workers’ Compensation Incurred losses and loss adjustment expenses, net of reinsurance (in thousands) Accident Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2015 $ 20,938 $ 21,274 $ 19,741 $ 18,376 $ 17,626 $ 16,492 $ 16,468 $ 16,409 $ 16,096 $ 16,093 2016 21,678 20,299 18,050 15,800 14,050 13,069 12,790 12,510 12,502 2017 24,869 22,071 19,779 18,810 16,606 15,487 15,360 15,318 2018 16,432 16,288 16,038 14,200 12,139 11,829 11,793 2019 20,253 21,056 20,631 18,129 17,624 17,408 2020 20,137 22,240 19,389 18,934 18,617 2021 14,519 14,713 12,668 12,702 2022 14,507 11,828 11,096 2023 21,095 19,218 2024 12,715 Total $ 147,462 Cumulative paid losses and loss adjustment expenses, net of reinsurance (in thousands) Accident Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2015 $ 6,604 $ 13,285 $ 15,118 $ 15,889 $ 15,901 $ 16,068 $ 16,069 $ 16,071 $ 16,071 $ 16,071 2016 4,664 10,227 12,135 12,432 12,481 12,483 12,483 12,483 12,483 2017 6,546 12,782 14,285 15,195 15,210 15,236 15,279 15,286 2018 4,497 9,034 11,412 11,746 11,765 11,752 11,747 2019 5,473 13,776 16,254 16,909 17,154 17,179 2020 7,394 14,668 16,665 17,206 17,606 2021 5,874 10,780 11,679 11,865 2022 5,943 9,732 10,348 2023 6,126 12,764 2024 4,998 Total $ 130,347 All outstanding losses and loss adjustment expenses prior to 2015, net of reinsurance ( 2 claims outstanding) $ 151 Outstanding losses and loss adjustment expenses assumed from involuntary workers’ compensation pools $ 3,106 Total outstanding losses and loss adjustment expenses, net of reinsurance $ 20,372 F-34 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Specialty Admitted — Fronting and Programs Incurred losses and loss adjustment expenses, net of reinsurance (in thousands) Accident Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2015 $ 7,136 $ 9,632 $ 9,358 $ 8,974 $ 8,384 $ 8,444 $ 8,436 $ 8,279 $ 8,195 $ 8,176 2016 11,542 15,670 14,682 15,522 14,468 15,090 14,304 13,289 13,133 2017 21,229 24,271 25,201 24,728 25,097 24,893 23,128 23,576 2018 21,758 20,677 19,822 20,158 19,268 19,193 19,129 2019 18,832 19,020 19,991 18,956 18,777 18,210 2020 25,433 28,131 31,555 34,705 34,650 2021 39,999 44,857 47,505 46,526 2022 47,262 51,101 50,544 2023 53,635 58,449 2024 55,536 Total $ 327,929 Cumulative paid losses and loss adjustment expenses, net of reinsurance (in thousands) Accident Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2015 $ 2,058 $ 4,666 $ 6,165 $ 6,919 $ 7,329 $ 7,654 $ 7,728 $ 7,824 $ 8,007 $ 8,034 2016 1,894 5,123 6,888 10,732 10,896 11,711 12,142 12,321 12,567 2017 1,223 6,682 13,065 15,854 18,219 20,655 20,770 21,752 2018 885 4,972 10,495 12,631 14,059 15,424 16,457 2019 4,358 5,125 9,958 13,007 14,914 15,740 2020 5,375 15,678 20,903 26,523 29,084 2021 8,347 18,106 27,156 34,120 2022 13,018 23,284 30,131 2023 13,145 26,983 2024 14,745 Total $ 209,613 All outstanding losses and loss adjustment expenses prior to 2015, net of reinsurance ( 1 claim outstanding) $ — Outstanding losses and loss adjustment expenses, assumed from involuntary pools $ 1,125 Total outstanding losses and loss adjustment expenses, net of reinsurance $ 119,441 F-35 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The reconciliation of the net incurred and paid claims development tables to the reserve for losses and loss adjustment expenses in the consolidated balance sheet at December 31, 2024 is as follows (in thousands): E&S – excluding commercial auto $ 909,361 E&S – commercial auto 37,104 Specialty Admitted – individual risk workers’ compensation 20,372 Specialty Admitted – fronting and programs 119,441 Net reserve for losses and loss adjustment expenses 1,086,278 Reinsurance recoverables on unpaid losses (gross of $ 1.2 million allowance for credit losses on reinsurance recoverables) 1,998,128 Gross reserve for losses and loss adjustment expenses $ 3,084,406 The following is unaudited supplementary information about average annual percentage payouts of incurred claims by age, net of reinsurance, as of December 31, 2024. Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 E&S – excluding commercial auto 3.4 % 11.5 % 14.7 % 16.4 % 14.7 % 11.5 % 8.5 % 7.4 % 5.5 % 1.6 % E&S – commercial auto 10.9 % 16.3 % 21.6 % 20.2 % 14.3 % 7.4 % 3.5 % 1.8 % 1.0 % 0.1 % Specialty Admitted – individual risk workers’ compensation 29.1 % 32.3 % 15.5 % 7.7 % 6.1 % 3.3 % 1.9 % 1.0 % 1.0 % 0.7 % Specialty Admitted – fronting and programs 19.8 % 21.4 % 20.1 % 13.3 % 8.0 % 5.0 % 3.7 % 3.8 % 2.4 % 2.1 % In determining the cumulative number of reported claims, the Company measures claim counts by individual claimant for individual risk workers’ compensation policies in the Specialty Admitted Insurance segment. In the Excess and Surplus Lines segment and for fronting and programs in the Specialty Admitted Insurance segment, the Company measures claim counts by claim event. The claim counts include all claims reported, even if the Company does not establish a liability for the claim (i.e. reserve for losses and loss adjustment expenses). The table below provides information on IBNR liabilities and claims frequency for: (1) the Excess and Surplus Lines segment split between commercial auto and all non commercial auto, and (2) the Specialty Admitted Insurance segment split between individual risk workers’ compensation and fronting and programs: Excess and Surplus Lines — Excluding Commercial Auto Accident Year Incurred Losses and Loss Adj Expenses IBNR before E&S ADC IBNR net of E&S ADC Cumulative # of Reported Claims ($ in thousands) 2015 $ 122,048 $ 4,065 $ 1,765 2,739 2016 148,400 6,758 2,841 3,807 2017 155,593 9,949 4,336 4,963 2018 173,186 12,942 5,904 6,156 2019 228,076 29,201 12,652 7,284 2020 273,883 59,368 28,306 6,980 2021 307,338 104,355 45,322 6,074 2022 320,146 145,381 61,332 5,628 2023 330,330 232,184 97,166 4,456 2024 360,426 330,304 330,304 2,885 F-36 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Excess and Surplus Lines — Commercial Auto Accident Year Incurred Losses and Loss Adj Expenses IBNR before Commercial Auto LPT& E&S ADC IBNR net of Commercial Auto LPT & E&S ADC Cumulative # of Reported Claims ($ in thousands) 2015 $ 37,778 $ 25 $ 1 41,771 2016 165,121 169 6 89,117 2017 376,306 2,477 84 134,150 2018 389,261 4,126 6 97,342 2019 416,654 10,790 33 71,494 2020 22,062 1,873 827 637 2021 19,998 3,974 1,666 791 2022 19,730 6,699 2,587 528 2023 16,089 7,714 3,154 299 2024 11,602 10,735 10,735 203 Specialty Admitted - Individual Risk Workers’ Compensation Accident Year Incurred Losses and Loss Adj Expenses IBNR Cumulative # of Reported Claims ($ in thousands) 2015 $ 16,071 $ 22 975 2016 12,483 19 836 2017 15,306 11 1,093 2018 11,773 20 1,238 2019 17,227 180 1,555 2020 18,277 340 1,381 2021 12,409 293 1,301 2022 10,814 281 1,050 2023 18,772 446 907 2024 9,877 2,838 283 F-37 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022  Specialty Admitted — Fronting and Programs Accident Year Incurred Losses and Loss Adj Expenses IBNR Cumulative # of Reported Claims ($ in thousands) 2015 $ 8,146 $ 30 1,363 2016 13,009 124 2,825 2017 22,734 842 6,809 2018 18,230 899 7,416 2019 17,235 976 8,170 2020 32,526 2,125 9,173 2021 39,679 6,846 10,848 2022 39,210 11,335 10,153 2023 42,655 15,794 10,075 2024 23,396 32,140 7,364 The Company has not provided insurance coverage that could reasonably be expected to produce material levels of asbestos claims activity. In addition, management does not believe that the Company is exposed to environmental liability claims other than those which it has specifically underwritten and priced as an environmental exposure. 9. Reinsurance The Company remains liable to policyholders if its reinsurers are unable to meet their contractual obligations under applicable reinsurance agreements. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. The Company’s reinsurance contracts generally require reinsurers that are not authorized as reinsurers under U.S. state insurance regulations or that experience rating downgrades from rating agencies below specified levels to fund their share of the Company’s ceded outstanding losses and loss adjustment expense reserves, typically through the use of irrevocable and unconditional letters of credit. In fronting arrangements, which the Company conducts through its Specialty Admitted Insurance segment, the Company is subject to credit risk with regard to insurance companies who act as reinsurers for the Company in such arrangements. The Company customarily requires a collateral trust arrangement to secure the obligations of the insurance entity for whom it is fronting. At December 31, 2024, the Company had reinsurance recoverables on unpaid losses of $ 1,996.9 million and reinsurance recoverables on paid losses of $ 101.2 million. All material reinsurance recoverables are from companies with A.M. Best Company ratings of “A-” (Excellent) or better, or are collateralized by the reinsurer for our benefit through letters of credit or trust agreements, or represent recoverables from a state residual market for automobile insurance. At December 31, 2024, reinsurance recoverables on unpaid losses from the Company’s three largest reinsurers were $ 398.5 million, $ 365.5 million, and $ 216.6 million, representing 49.1 % of the total balance. At December 31, 2024, prepaid reinsurance premiums ceded to the three reinsurers with the largest amount of prepaid reinsurance premiums totaled $ 37.1 million, $ 36.8 million, and $ 34.7 million, representing 36.6 % of the total balance. F-38 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Premiums written, premiums earned, and losses and loss adjustment expenses incurred are summarized as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Written premiums: Direct $ 1,429,791 $ 1,506,668 $ 1,408,524 Assumed 1,981 1,992 2,848 Ceded ( 850,918 ) ( 814,759 ) ( 745,926 ) Net $ 580,854 $ 693,901 $ 665,446 Earned premiums: Direct $ 1,445,652 $ 1,496,708 $ 1,378,619 Assumed 1,984 2,250 3,032 Ceded ( 847,440 ) ( 790,953 ) ( 751,917 ) Net $ 600,196 $ 708,005 $ 629,734 Losses and loss adjustment expenses: Direct $ 1,343,698 $ 1,204,532 $ 937,393 Assumed 730 2,032 1,344 Ceded ( 790,054 ) ( 706,407 ) ( 498,095 ) Net $ 554,374 $ 500,157 $ 440,642 10. Senior Debt The Company has a $ 257.5 million senior revolving credit facility (as amended or amended and restated, the "2013 Facility”). The 2013 Facility is comprised of the following at December 31, 2024: • A $ 212.5 million unsecured revolving facility to meet the working capital needs of the Company. All unpaid principal on the revolver is due at maturity. Interest accrues quarterly and is payable in arrears, currently at 1-month SOFR (the Company, per the terms of the credit agreement, can elect between one, three, or six month interest periods) plus a 0.1 % SOFR index adjustment and a SOFR margin ( 1.75 % at December 31, 2024), which is subject to change according to terms in the credit agreement. At December 31, 2024 and 2023, the Company had a drawn balance of $ 185.8 million outstanding on the unsecured revolver. • A $ 45.0 million secured revolving facility to issue letters of credit for the benefit of third-party reinsureds. At December 31, 2024, the Company had $ 7.5 million of letters of credit issued under the secured facility, all of which are collateralized by a back-to-back letter of credit issued by Comerica Bank on behalf of JRG Re. On July 7, 2023, the Company entered into a Third Amended and Restated Credit Agreement for the 2013 Facility which, among other things, extended the maturity date of such facility until July 7, 2026 and increased the applicable interest rate and letter of credit fees. The 2013 Facility has been amended from time to time, including on April 16, 2024 when the 2013 Facility was amended in connection with the closing of the sale of JRG Re by the Company to (i) release JRG Re as a borrower and release all collateral pledged by JRG Re thereunder, and (ii) decrease the secured revolving facility commitment from $ 102.5 million to $ 45.0 million. Additionally, the Third Amended and Restated Credit Agreement provides for an accordion feature that permits the Company to request that one or more lenders (without the consent of the other lenders) or one or more financial institutions which were not previously party to the Third Amended and Restated Credit Agreement (with the consent of the administrative agent) provide it with increases in the secured or unsecured revolving credit facilities of up to an aggregate of $ 100.0 million, which is unchanged from the accordion feature set forth in the Second Amended and Restated Credit Agreement. The Company’s ability to request such increases in the revolving credit facility is subject to its compliance with customary conditions set forth in the Third Amended and Restated Credit Agreement. F-39 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 A subsidiary of the bank holding company for which the former Non-Executive Chairman of the Company was previously Lead Independent Director is one of the lenders for the 2013 Facility, with a $ 40.9 million commitment allocation on the total $ 257.5 million 2013 Facility. The 2013 Facility contains certain financial and other covenants (including minimum net worth, maximum ratio of total adjusted debt outstanding to total capitalization, and financial strength ratings) with which the Company was in compliance at December 31, 2024. On August 2, 2017, the Company and its wholly-owned subsidiary, JRG Re, together as borrowers, entered into a credit agreement (the "2017 Facility") that provided the Company with a revolving line of credit of up to $ 100.0 million, which was used for loans and letters of credit made or issued, at the borrowers' option, on a secured or unsecured basis. The loans and letters of credit made or issued under the revolving line of credit were used to finance the Borrowers’ general corporate purposes. Obligations under the 2017 Facility carried a variable rate of interest subject to terms in the credit agreement. The 2017 Facility was amended from time to time since its inception in 2017, including on April 16, 2024 in connection with the closing of the sale of JRG Re by the Company to (i) release JRG Re as a borrower and release all collateral pledged by JRG Re thereunder, (ii) increase the applicable interest rates, (iii) eliminate the letter of credit portion of the facility, and (iv) to build in an automatic decrease of the facility amount by the amount of each letter of credit outstanding under the 2017 Facility as of the date of the amendment with effect from the date each such letter of credit is cancelled. The 2017 Facility was terminated in November 2024. An affiliate of the lender under the 2017 Facility was an underwriter in the December 2014 initial public offering of the Company’s common shares and a joint lead book-running manager in the Company’s May 2021 public offering of the Company’s common shares. On May 26, 2004, James River Group issued $ 15.0 million of unsecured, floating rate senior debentures (the “Senior Debt”), due April 29, 2034 unless accelerated earlier, through an indenture. The Senior Debt is not redeemable by the holder and is not subject to sinking fund requirements. Interest accrues quarterly and is payable in arrears at a per annum rate of the three-month SOFR on the Determination Date (as defined in the indenture) plus a spread adjustment of 0.26 % and a margin of 3.85 %. The Senior Debt is redeemable prior to its stated maturity in whole or in part, at the option of James River Group. The terms of the indenture generally provide that so long as the Senior Debt is outstanding, neither James River Group nor any of its subsidiaries may: • assume or permit to exist any indebtedness that is secured by any encumbrance on the capital stock of James River Group or any of its subsidiaries which is senior to the Senior Debt; or • issue, sell, transfer or otherwise dispose of any shares of, securities convertible into, or warrants, rights or options to subscribe for or purchase shares of, capital stock of any subsidiary. The terms of the Senior Debt contain certain covenants, with which the Company was in compliance at December 31, 2024, and which, among other things, restrict our ability to assume senior indebtedness secured by our U.S. holding company's common stock or its subsidiaries' capital stock or to issue shares of its subsidiaries' capital stock. Interest payable is included in “accrued expenses” in the accompanying consolidated balance sheets. 11. Junior Subordinated Debt The Company issued trust preferred securities (“Trust Preferred Securities”) through James River Capital Trust I, James River Capital Trust II, James River Capital Trust III, James River Capital Trust IV, and Franklin Holdings II (Bermuda) Capital Trust I, (each, a “Trust”; collectively, the “Trusts”). These Delaware statutory trusts are sponsored and wholly-owned by the Company. Each Trust was created solely for the purpose of issuing the Trust Preferred Securities. Each Trust used proceeds from the sale of its Trust Preferred Securities to purchase the Company’s floating rate junior subordinated debentures (the “Junior Subordinated Debt”) issued to the Trust under an indenture (each, an “Indenture”; collectively, the “Indentures”). The Junior Subordinated Debt is the sole asset of each Trust, and the Trust Preferred Securities are the sole liabilities of each Trust. The Company purchased all of the outstanding common stock of the Trusts, and the investment in the Trusts is included in “other assets” in the accompanying consolidated balance sheets.   F-40 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The following table summarizes the nature and terms of the junior subordinated debt and trust preferred securities outstanding at December 31, 2024 (including the Company’s repurchases of a portion of these trust preferred securities): James River Capital Trust I James River Capital Trust II James River Capital Trust III James River Capital Trust IV Franklin Holdings II (Bermuda) Capital Trust I ($ in thousands) Issue date May 26, 2004 December 15, 2004 June 15, 2006 December 11, 2007 January 10, 2008 Principal amount of Trust Preferred Securities $ 7,000 $ 15,000 $ 20,000 $ 54,000 $ 30,000 Principal amount of Junior Subordinated Debt $ 7,217 $ 15,464 $ 20,619 $ 55,670 $ 30,928 Carrying amount of Junior Subordinated Debt net of repurchases $ 7,217 $ 15,464 $ 20,619 $ 44,827 $ 15,928 Maturity date of Junior Subordinated Debt, unless accelerated earlier May 24, 2034 December 15, 2034 June 15, 2036 December 15, 2037 March 15, 2038 Trust common stock $ 217 $ 464 $ 619 $ 1,670 $ 928 Interest rate, per annum Three-Month SOFR plus 4.3 % Three-Month SOFR plus 3.7 % Three-Month SOFR plus 3.3 % Three-Month SOFR plus 3.4 % Three-Month SOFR plus 4.3 % All of the Junior Subordinated Debt is currently redeemable at 100.0 % of the unpaid principal amount at the Company’s option. Interest on the Trust Preferred Securities and interest paid to the Trusts on the Junior Subordinated Debt is payable quarterly in arrears at a per annum rate as described in the table above. The Company has the right to defer interest payments on the Junior Subordinated Debt for up to five years without triggering an event of default. The Trust Preferred Securities are subject to mandatory redemption in a like amount (a) upon repayment of all of the Junior Subordinated Debt on the stated maturity date, (b) contemporaneously with the optional prepayment of all of the Junior Subordinated Debt in conjunction with a special event (as defined), and (c) five years or more after the issue date, contemporaneously with the optional prepayment, in whole or in part, of the Junior Subordinated Debt. The Indentures contain certain covenants which the Company is in compliance with as of December 31, 2024. Interest payable is included in “accrued expenses” on the accompanying consolidated balance sheets. 12. Series A Preferred Shares Initial Issuance and Terms On February 24, 2022, the Company entered into an Investment Agreement with GPC Partners Investments (Thames) LP (“GPC Partners”), an affiliate of Gallatin Point Capital LLC, relating to the issuance and sale of 150,000 7 % Series A Perpetual Cumulative Convertible Preferred Shares, par value $ 0.00125 per share (the “Series A Preferred Shares”), for an aggregate purchase price of $ 150.0 million, or $ 1,000 per share, in a private placement. The transaction closed on March 1, 2022 (the “Series A Closing Date”). The Series A Preferred Shares rank senior to the Company's common shares with respect to dividend rights and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company, upon which the holders of Series A Preferred Shares would receive the greater of the $ 1,000 liquidation preference per share (the “Liquidation Preference”) plus accrued and unpaid dividends, or the amount they would have received if they had converted all of their Series A Preferred Shares to common shares immediately before such liquidation, dissolution or winding up. Holders of the Series A Preferred Shares are entitled to a dividend at the initial rate of 7 % of the Liquidation Preference per annum, paid in cash, in-kind in common shares or in Series A Preferred Shares, at the Company's election. Prior to the amendment on November 11, 2024 (as discussed below), on the five-year anniversary of the Series A Closing Date, and each five-year anniversary thereafter, the dividend rate would reset to a rate equal to the five-year U.S. treasury rate plus 5.2 %. Dividends accrue and are payable quarterly. Prior to the amendment on November 11, 2024 (disclosed below), cash dividends of $ 10.5 million were paid in the nine months ended September 30, 2024, including cash dividends paid in January, April, July, and September for the three month periods ended December 31, 2023, March 31, 2024, June 30, 2024, and September 30, 2024. For the years ended December 31, 2023 and 2022, cash dividends of $ 10.5 million and $ 8.8 million were declared, respectively, of which $ 2.6 million was payable at December 31 of both years. F-41 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The Series A Preferred Shares are convertible at the option of the holders thereof at any time into common shares at an initial conversion price of $ 26.5950 , making the Series A Preferred Shares initially convertible into 5,640,158 common shares. The conversion price is subject to customary anti-dilution adjustments, including cash dividends on the common shares above specified levels, as well as certain adjustments in case of net adverse reserve developments in excess of a threshold over a period of time. The measurement period for the adverse reserve development anti-dilution adjustment commenced with the quarter beginning January 1, 2022 and ends with the quarter ending December 31, 2025. Prior to the amendment on November 11, 2024 (disclosed below), net adverse reserve development exceeded the threshold. If net adverse reserve development exceeded the threshold at the conclusion of the measurement period (or upon a mandatory or optional conversion, if earlier), the conversion price would be adjusted pursuant to the Certificate of Designations, subject to a floor conversion price of $ 21.902 , and the adjusted conversion price would become effective after the filing of the Company's financial statements for the period ending December 31, 2025 (or immediately after the close of business on the date of the public filing of the Company's financial statements for the most recent quarterly period preceding a mandatory or optional conversion, if earlier). None of the other triggers that would result in additional adjustments to the conversion price had been met prior to the amendment on November 11, 2024. The Certificate of Designations setting forth the terms of the Series A Preferred Shares (the “Certificate of Designations”) limits the Company's ability to pay dividends to its common shareholders. If the Company pays cash dividends of more than $ 0.05 per common share per quarter, without the consent of at least the majority of the Series A Preferred Shares then outstanding, the Company will be required to reduce the conversion price of the Series A Preferred Shares. Additionally, the payment of cash dividends in excess of $ 0.10 per common share per quarter is not permitted if the dividends on the Series A Preferred Shares for that quarter are not paid in cash, unless the Company’s U.S.-based insurance subsidiaries satisfy certain capital requirements. Share dividends payable on the common shares to our shareholders also trigger a reduction of the conversion price applicable to the Series A Preferred Shares. At any time on or after the two year anniversary of the Series A Closing Date, if the volume-weighted average price (“VWAP”) per Common Share is greater than 130 % of the then-applicable conversion price for at least twenty (20) consecutive trading days, the Company will be able to elect to convert (a “Mandatory Conversion”) all of the outstanding Series A Preferred Shares into common shares. In the case of a Mandatory Conversion, each Series A Preferred Share then outstanding will be converted into (i) the number of common shares equal to the quotient of (A) the sum of the Liquidation Preference and the accrued and unpaid dividends with respect to such Series A Preferred Share to be converted divided by (B) the conversion price of such share in effect as of the date of the Mandatory Conversion plus (ii) cash in lieu of fractional shares. Upon any Mandatory Conversion on or before the five-year anniversary of the Series A Closing Date, all dividends that would have accrued from the date of the Mandatory Conversion to the later of the five-year anniversary of the Series A Closing Date or the last day of the eighth quarter following the date of the Mandatory Conversion, the last eight quarters of which will be discounted to present value using a discount rate of 3.5 % per annum, and will be immediately payable in common shares, valued at the average of the daily VWAP of the Company’s common shares during the five (5) trading days immediately preceding the Mandatory Conversion. The holders of the Series A Preferred Shares may require the Company to repurchase their shares upon the occurrence of certain change of control events. Upon the occurrence of a Fundamental Change (as defined in the Certificate of Designations designating the Series A Preferred Shares), each holder of outstanding Series A Preferred Shares will be permitted to, at its election, (i) effective as of immediately prior to the Fundamental Change, convert all or a portion of its Series A Preferred Shares into common shares, or (ii) require the Company to repurchase any or all of such holder’s Series A Preferred Shares at a purchase price per Series A Preferred Share equal to the Liquidation Preference of such Series A Preferred Share plus accrued and unpaid dividends plus, if the Fundamental Change repurchase occurs prior to the five-year anniversary of the Series A Closing Date, all dividends that would have accrued up to such five-year anniversary, but that have not been paid. The repurchase price will be payable in cash. Because the Company may be required to repurchase all or a portion of the Series A Preferred Shares at the option of the holder upon the occurrence of certain change of control events, the Series A Preferred Shares were classified as mezzanine equity in the Company's consolidated balance sheets and recognized at their fair value of $ 150.0 million (the proceeds on the date of issuance) less issuance costs of $ 5.1 million, resulting in a carrying value of $ 144.9 million. Under the terms of the Investment Agreement, GPC Partners has the right to designate one member of the Board (the “Series A Designee”). GPC Partners initially designated Matthew Botein as the Series A Designee, and Mr. Botein was approved by the Board as a Class I director with a term that expired at the 2024 annual general meeting of the Company’s F-42 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 shareholders. Mr. Botein was re-elected as a director at the 2024 annual general meeting for a term ending at the 2025 annual general meeting. 2024 Amendment and Revised Terms On November 11, 2024, the Company amended the Certificate of Designations held by GPC Partners to, among other things, (i) convert $ 37.5 million of the outstanding Series A Preferred Shares to common stock at a per share price of $ 6.40 (the “Minimum Price”), (ii) increase the voluntary conversion price from 127.5 % to 130 % of the Minimum Price, (iv) increase the mandatory conversion price from 130 % to 200 % of the voluntary conversion price, (v) delay the first date on which the dividend rate re-sets from March 1, 2027 to October 1, 2029, (vi) cap the dividend rate at 8 %, (vii) eliminate the adverse development anti-dilution adjustment provision, and (viii) limit transfers of the Series A Preferred Shares without the Company’s consent if, after the transfer, the transferee would hold 9.9 % or more of the voting equity of the Company or, in the event of an A.M. Best downgrade of James River Insurance Company below A- (Excellent), 19.9 % of the voting equity. The Company accounted for the amendment as an extinguishment of the pre-amendment Series A Preferred Shares due to the significance of quantitative and qualitative changes to the shares. The Company estimated the fair value of the new Series A Preferred Shares to be $ 133.1 million on the date of issuance and classified the new Series A Preferred Shares as mezzanine equity. The redemption feature, which could require the Company to repurchase all or a portion of the Series A Preferred Shares at the option of the holder upon the occurrence of certain change of control events, was not impacted by the amendment. The Company recorded a deemed dividend of $ 25.7 million within retained deficit for the difference between the $ 144.9 million carrying value of the extinguished pre-amendment Series A preferred shares and the combined $ 133.1 million estimated fair value of the new Series A Preferred Shares and $ 37.5 million of new common shares issued through conversion of Series A Preferred Shares in the amendment. Cash dividends of $ 2.3 million were paid on the Series A Preferred Shares in the three months ended December 31, 2024 including a $ 299,000 stub period dividend on the 37,500 Series A Preferred Shares converted to common shares with the amendment and a $ 2.0 million dividend on the 112,500 Series A Preferred Shares that remain outstanding post-amendment. The new Series A Preferred Shares were valued at the time of the amendment using a lattice method commonly applied to value preferred shares. The new Series A Preferred Shares are classified as level 3 in the valuation hierarchy due to the presence of significant unobservable inputs. 13. Shareholders' Equity The Company has 200,000,000 common shares authorized with $ 0.0002 par value per share. The following table presents a rollforward of changes in common shares issued and outstanding. Year Ended December 31, 2024 2023 Issued and outstanding common shares, beginning of year 37,641,563 37,470,237 Conversion of Series A Preferred Shares to common shares 5,859,375 — Enstar common share investment 1,953,125 — Vesting of RSU awards 190,255 171,326 Issued and outstanding common shares, end of year 45,644,318 37,641,563 On November 11, 2024, the Company amended the Certificate of Designations to, among other things, convert 37,500 outstanding Series A Preferred Shares with a liquidation value of $ 37.5 million to common shares at a per share price of $ 6.40 , resulting in the issuance of 5,859,375 common shares. The difference between the $ 6.40 share price per the amended Certificate of Designations and the $ 6.62 closing price of the Company's shares on November 11, 2024 is considered a deemed dividend for accounting purposes, resulting in a $ 1.3 million charge to retained deficit. On November 11, 2024, Enstar Group Limited ("Enstar"), through its subsidiary Cavello Bay Reinsurance Limited, entered into a subscription agreement to purchase $ 12.5 million of the Company’s common shares at a share price of $ 6.40 . The Enstar investment closed on December 23, 2024, resulting in the issuance of 1,953,125 common shares. The difference between the $ 6.40 share price per the subscription agreement and the $ 4.66 closing price of the Company's shares on December 23, 2024 is considered a deemed contribution for accounting purposes, resulting in a $ 3.4 million increase in additional paid-in-capital. The Company has 5,757,650 common shares reserved for future issuance upon exercise or vesting of equity awards, as applicable, and 13,521,635 common shares reserved for issuance upon conversion of the Series A Preferred Shares. F-43 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The Board of Directors declared the following cash dividends on common shares in 2024, 2023, and 2022: Date of Declaration Dividend per Common Share Payable to Shareholders of Record on Payment Date Total Amount (thousands) 2024 February 15, 2024 $ 0.05 March 11, 2024 March 29, 2024 $ 1,940 April 25, 2024 $ 0.05 June 10, 2024 June 28, 2024 $ 1,939 July 25, 2024 $ 0.05 September 16, 2024 September 30, 2024 $ 1,938 November 9, 2024 $ 0.01 December 16, 2024 December 31, 2024 $ 446 Total $ 0.16 $ 6,263 2023 February 16, 2023 $ 0.05 March 13, 2023 March 31, 2023 $ 1,922 April 27, 2023 $ 0.05 June 12, 2023 June 30, 2023 $ 1,921 July 27, 2023 $ 0.05 September 11, 2023 September 29, 2023 $ 1,922 October 26, 2023 $ 0.05 December 11, 2023 December 29, 2023 $ 1,919 Total $ 0.20 $ 7,684 2022 February 16, 2022 $ 0.05 March 14, 2022 March 31, 2022 $ 1,908 April 28, 2022 $ 0.05 June 13, 2022 June 30, 2022 $ 1,908 July 26, 2022 $ 0.05 September 12, 2022 September 30, 2022 $ 1,908 October 25, 2022 $ 0.05 December 12, 2022 December 30, 2022 $ 1,908 Total $ 0.20 $ 7,632 Included in the dividends are $ 152,000 , $ 159,000 and $ 141,000 of dividend equivalents on RSUs, of which $ 252,000 , $ 255,000 and $ 335,000 were payable as of December 31, 2024, 2023, and 2022, respectively. 14. Equity Awards Equity Incentive Plans The Company’s shareholders have approved various equity incentive plans, including the 2014 Long Term Incentive Plan (“2014 LTIP”) and the 2014 Non-Employee Director Incentive Plan (“2014 Director Plan”) (collectively, the “Plans”). All awards issued under the Plans are issued at the discretion of the Board of Directors. Employees are eligible to receive non-qualified stock options, incentive stock options, share appreciation rights, performance shares, restricted shares, RSUs, and other awards under the 2014 LTIP. The 2014 LTIP was amended on October 24, 2024, increasing the number of shares available for issuance under the 2014 LTIP by 525,000 shares. Following the amendment, the maximum number of shares available for issuance under the 2014 LTIP is 5,507,650 , and at December 31, 2024, 1,716,316 shares are available for grant. On July 26, 2022, the Board of Directors of the Company approved a new long-term incentive plan (the “LTI Plan”) under the 2014 LTIP. The LTI Plan is designed to align compensation of designated senior officers of the Company with Company performance and shareholder interests over the long-term. Awards under the LTI Plan are made in the form of performance restricted share units (a “PRSU”) and service based restricted share units (RSUs). Each PRSU represents a contingent right to receive one Company common share based upon the level of achievement of certain performance metrics during the performance period, with payout for achievement of threshold, target and maximum performance levels set at 50 %, 100 % and 200 % of the target number of PRSUs, respectively. The PRSUs awarded in the first quarter of 2023 have a performance period of January 1, 2023 through December 31, 2025. The PRSUs awarded in the first quarter of 2024 have a performance period of January 1, 2024 through December 31, 2026. Non-employee directors of the Company are eligible to receive non-qualified stock options, share appreciation rights, performance shares, restricted shares, RSUs, and other awards under the 2014 Director Plan. The 2014 Director Plan was amended on October 24, 2024, increasing the number of shares available for issuance under the 2014 LTIP by 100,000 shares. F-44 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Following the amendment, the maximum number of shares available for issuance under the 2014 Director Plan is 250,000 , and at December 31, 2024, 131,927 shares are available for grant. Generally, awards issued under the 2014 LTIP and 2014 Director Plan vest immediately in the event that an award recipient is terminated without Cause (as defined), and in the case of the 2014 LTIP for Good Reason (as defined), at any time following a Change in Control (as defined in the applicable plans). Options The following table summarizes the option activity: Year Ended December 31, 2024 2023 2022 Shares Weighted- Average Exercise Price Shares Weighted- Average Exercise Price Shares Weighted- Average Exercise Price Outstanding: Beginning of year 74,390 $ 42.17 287,974 $ 35.26 287,974 $ 35.26 Granted — $ — — $ — — $ — Exercised — $ — — $ — — $ — Lapsed ( 74,390 ) $ 42.17 ( 164,548 ) $ 32.07 — $ — Forfeited — $ — ( 49,036 ) $ 35.50 — $ — End of year — $ — 74,390 $ 42.17 287,974 $ 35.26 Exercisable, end of year — $ — 74,390 $ 42.17 287,974 $ 35.26 There were no options granted in 2024, 2023, or 2022. The value of the options granted prior to 2022 was estimated at the date of grant using the Black-Scholes-Merton option pricing model. The options outstanding at December 31, 2023 lapsed in the year ended December 31, 2024. At December 31, 2024, no options remain outstanding. The options outstanding at December 31, 2023 and 2022 were fully vested (vesting period of three years from date of grant) and had a contractual life of seven years from the original date of grant. All options had an exercise price equal to the fair value of the underlying shares at the date of grant. The intrinsic value of each option was determined based on the difference between the fair value of the underlying share and the exercise price of the underlying option. No options were exercised during 2024, 2023 or 2022. The aggregate intrinsic value of options outstanding and options exercisable was $ 0 at December 31, 2023 and 2022. The fair value used for calculating intrinsic values was $ 9.24 and $ 20.91 at December 31, 2023 and 2022, respectively. RSUs The following table summarizes RSU activity: Year Ended December 31, 2024 2023 2022 Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Unvested, beginning of year 751,254 $ 23.48 665,458 $ 25.98 292,135 $ 45.89 Granted 541,520 $ 9.75 388,517 $ 24.13 560,680 $ 20.61 Vested ( 276,428 ) $ 24.80 ( 250,793 ) $ 30.99 ( 147,530 ) $ 45.16 Forfeited ( 101,494 ) $ 17.55 ( 51,928 ) $ 24.08 ( 39,827 ) $ 25.41 PRSU performance adjustment ( 29,679 ) $ 24.83 — $ — — $ — Unvested, end of year 885,173 $ 15.30 751,254 $ 23.48 665,458 $ 25.98 Outstanding RSUs granted to employees generally vest ratably over a three year vesting period. RSUs granted to non-employee directors generally have a one year vesting period. The total fair value of shares vested in 2024, 2023 and 2022 was $ 2.7 million, $ 5.6 million and $ 3.8 million, respectively. The holders of RSUs are entitled to dividend equivalents. The F-45 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 dividend equivalents are settled in cash at the same time that the underlying RSUs vest and are subject to the same risk of forfeiture as the underlying shares. The fair value of the RSUs granted is based on the market price of the underlying shares at the date of grant. The RSUs granted in 2024 and 2023 include 231,492 and 91,818 PRSU awards, respectively. Initial PRSU awards are granted at the 100 % target performance level. The Company projects the level of achievement for each award during the performance period and periodically adjusts the number of outstanding awards to reflect the number of awards expected to vest. In 2024, a downward performance adjustment was made to the outstanding PRSUs granted in 2023. Compensation Expense Share based compensation expense is recognized on a straight-line basis over the vesting period. The amount of expense and related tax benefit is summarized below: Year Ended December 31, 2024 2023 2022 (in thousands) Share based compensation expense $ 6,631 $ 9,116 $ 8,122 U.S. tax benefit on share based compensation expense $ 1,214 $ 1,690 $ 1,526 Compensation cost for PRSUs is based upon the probable outcome of performance conditions. In 2024, the Company adjusted the probable outcome of performance conditions for the 2023 PRSUs which resulted in a cumulative adjustment to reduce the compensation expense recognized for the awards of $ 451,000 . At December 31, 2024, the Company had $ 6.3 million of unrecognized share based compensation expense expected to be charged to earnings over a weighted-average period of 1.6 years. 15. Income Taxes Currently, James River Group Holdings, Ltd. is not (and its former Bermuda-based subsidiary, JRG Re, prior to its disposition was not) subject to income or capital tax. The Companies have obtained from the Bermuda Minister of Finance an assurance that, in the event Bermuda enacts legislation imposing tax, the imposition of any such tax shall not be applicable to the Company until March 31, 2035 (the “EUTP Act”). Effective for tax years beginning on or after January 1, 2025, Bermuda has introduced the Corporate Income Tax Act 2023 ("CIT Act") where a Bermuda Constituent Entity group (BCE) that is part of an “in scope Multi-National Enterprise group” (MNE) will be subject to a 15% corporate income tax. The CIT Act supersedes the assurance received from the Bermuda Minister of Finance under the EUTP Act. A MNE group with a limited international footprint is not an in scope MNE, thus not subject to CIT. The limited international footprint exception is a year-by-year test and expires after tax year 2029. James River Group Holdings, Ltd. is expected to meet the criteria of the limited international footprint exception, and as such is not expected to be subject to tax under the CIT act. Distributions from the Company’s U.S. subsidiaries to its U.K. intermediate holding company, James River UK, are generally subject to a 5 % dividend withholding tax. No distributions occurred in 2024, 2023 or 2022. The Company’s U.S. subsidiaries are subject to federal, state and local corporate income taxes, and other taxes applicable to U.S. corporations. The Company’s U.S.-domiciled subsidiaries file a consolidated U.S. federal income tax return. The Company’s U.S.-based subsidiaries are generally no longer subject to income tax examination by U.S. income tax authorities for the tax years ending before January 1, 2021. During 2018, the IRS published factors that allowed the Company to adjust its current and deferred tax liabilities based on the provisions of the Tax Act. The Tax Act has specific transition provisions associated with reserve discounting. The initial impact of the proposed regulations in 2018 was an increase to our deferred tax asset for the additional discount as of December 31, 2017 of $ 8.8 million offset by an increase to our deferred tax liability of $ 8.8 million representing the 8 year transition provision required by the Tax Act. During 2018, $ 1.1 million of this transition provision was recognized in our current provision and adjusted out of our deferred tax liability. The regulations were finalized in 2019, and the remaining reserve adjustment at December 31, 2019 based on these final regulations was $ 5.7 million to be recognized over the six years 2020 - 2025 at $ 950,000 per year. The expected income tax provision computed from pre-tax income at the weighted-average tax rate has been calculated as the sum of the pre-tax income in each jurisdiction multiplied by that jurisdiction’s applicable Federal statutory tax rate. Federal F-46 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 statutory tax rates of 0% and 21% have been used in 2024, 2023 and 2022 for Bermuda and the U.S., respectively. The U.S. income (loss) before Federal income taxes was $( 40.0 ) million, $ 119.9 million, and $ 85.9 million for the years ending December 31, 2024, 2023, and 2022, respectively. The Tax Act base-erosion and anti-abuse tax (“BEAT”) provisions impose a minimum tax on applicable taxpayers that make certain payments to related foreign persons. BEAT subjects the modified taxable income of an applicable taxpayer to a specified tax rate (10% in 2024). Modified taxable income is generally calculated by adding back certain payments to related foreign persons to regular taxable income. A reconciliation of the difference between the Company’s Federal income tax provision on U.S. income and the expected Federal tax provision on U.S. income using the weighted-average tax rate as well as a reconciliation to total tax expense is as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Federal income tax expense (benefit) at applicable statutory rates $ ( 8,435 ) $ 25,175 $ 18,041 Tax-exempt investment income ( 216 ) ( 230 ) ( 225 ) Dividends received deduction ( 461 ) ( 386 ) ( 315 ) Excess tax expense (benefits) on share based compensation 740 449 530 Provision to return and amended tax returns 126 ( 211 ) 124 Excess §162(m) compensation 399 522 210 Other 68 ( 14 ) 49 Federal income tax expense (benefit) $ ( 7,779 ) $ 25,305 $ 18,414 U.S. state income tax expense 145 400 — Total income tax expense (benefit) $ ( 7,634 ) $ 25,705 $ 18,414 The significant components of net deferred tax assets at the corporate income tax rate of 21% for the years ended December 31, 2024 and 2023 are summarized as follows: December 31, 2024 2023 (in thousands) Deferred tax assets: Accrued compensation expenses $ 3,696 $ 3,302 Reserve for losses and loss adjustment expenses 32,823 27,260 Unearned premiums 11,580 12,484 Share based compensation 1,543 1,692 Allowance for credit losses 4,496 3,240 Other invested assets 3,552 998 Net unrealized losses 18,595 16,613 Other 4,466 3,838 Total deferred tax assets 80,751 69,427 Deferred tax liabilities: Intangible assets 6,709 6,733 Deferred policy acquisition costs 6,337 6,614 Equity method investments 2,792 3,470 Other 3,743 4,313 Total deferred tax liabilities 19,581 21,130 Net deferred tax assets $ 61,170 $ 48,297 Deferred income taxes have not been accrued with respect to certain undistributed earnings of foreign subsidiaries. If the earnings were to be distributed, as dividends or otherwise, such amounts may be subject to withholding taxation in the F-47 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 jurisdiction of the paying entity. The Company asserts that U.S. unremitted earnings as of December 31, 2024 will be permanently reinvested in the U.S. and, accordingly, no provision for withholding taxes arising in respect to U.S. unremitted earnings has been made. The Company is considered a mixed company for net operating loss carryforward rules. A 20-year carryforward without an annual income limitation is applicable for insurance companies. The carryforward period for non-insurance companies is unlimited but limited to 80% of the current year taxable income. At December 31, 2024, the Company has $ 984,000 of net operating loss carryforwards that were generated in 2024 and do not expire. The Company had no reserve for future tax contingencies or liabilities (“unrecognized tax benefits”) at December 31, 2024 or 2023. The U.S. imposes a 1 % excise tax on reinsurance premiums paid to non-U.S. reinsurers with respect to risks located in the U.S. The rates of tax are established based on the nature of the risk, unless reduced by an applicable U.S. tax treaty. The Company paid excise taxes of $ 204,000 , $ 194,000 , and $ 842,000 for the years ended December 31, 2024, 2023, and 2022, respectively, on written premiums assumed from third-party insurers with respect to risks located in the U.S. These excise taxes are reflected as “other operating expenses” in the Company’s Consolidated Statements of (Loss) Income and Comprehensive Loss. 16. Other Operating Expenses and Other Expenses Other operating expenses consist of the following: Year Ended December 31, 2024 2023 2022 (in thousands) Amortization of policy acquisition costs $ 65,960 $ 72,633 $ 49,809 Other underwriting expenses of the insurance segments 92,266 87,083 71,501 Other operating expenses of the Corporate and Other segment 34,972 33,940 31,260 Total $ 193,198 $ 193,656 $ 152,570 Other expenses of $ 6.1 million, $ 3.8 million, and $ 795,000 for the years ended December 31, 2024, 2023, and 2022, respectively, primarily consist of certain nonoperating expenses including legal fees related to a class action lawsuit, and legal and other professional fees and other expenses related to various strategic initiatives. 17. Employee Benefits The Company and its subsidiaries offer savings plans (the “Savings Plans”) which qualify under Section 401(k) of the U.S. Internal Revenue Code. Participants may contribute certain percentages of their pre-tax salary to the Savings Plans subject to statutory limitations. The Company and its subsidiaries match employee contributions at various rates up to a maximum contribution of 6.0 % of the participant’s earnings subject to certain statutory limits. For the years ended December 31, 2024, 2023, and 2022, the expense associated with the Savings Plans totaled $ 4.2 million, $ 4.1 million, and $ 3.5 million, respectively. 18. Commitments and Contingent Liabilities The Company is involved in various legal proceedings, including commercial matters and litigation regarding insurance claims which arise in the ordinary course of business. In addition, the Company is involved from time to time in legal actions which seek extra-contractual damages, punitive damages or penalties, including claims alleging bad faith in the handling of insurance claims. The Company believes that the outcome of such matters, individually and in the aggregate, is not reasonably likely to have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. On November 13, 2023, a purported class action lawsuit was filed in the U.S. District Court, Southern District of New York, on behalf of Paul Glantz against James River Group Holdings, Ltd. and certain of its officers, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On January 12, 2024, both Mr. Glantz and Madhav Ghimire, another individual shareholder, filed an application with the court for appointment as lead plaintiff, and on January 26, 2024 Mr. Glantz filed a notice of non-opposition to Mr. Ghimire's competing motion for appointment as lead plaintiff. On March 25, 2024 the court entered an order appointing Mr. Ghimire as lead plaintiff. On May 24, 2024, plaintiff filed its consolidated amended complaint alleging that he acquired the Company’s common stock at artificially inflated pricing between May 2, 2023 and November 7, 2023, inclusive, that the Company knew and/or recklessly disregarded that it had improperly accounted for F-48 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 reinsurance premiums and did not have effective internal control over financial reporting, and that as a result, he suffered unspecified damages, and seeking unspecified damages, costs, attorneys' fees and such other relief as the court may deem proper. On July 23, 2024 the Company filed a motion to dismiss the consolidated amended complaint. On September 6, 2024, the plaintiff filed its Opposition to Motion to Dismiss and on October 8, 2024, the Company filed its Reply to the plaintiff's Opposition to Motion to Dismiss. On January 23, 2025 the court granted the Company's Motion to Dismiss with prejudice. On March 11, 2024, the Company filed a complaint (the “Complaint”) in the Supreme Court of the State of New York, New York County, Commercial Division against Fleming Intermediate Holdings LLC (“Fleming”), a Cayman Islands limited liability company, relating to the previously announced Stock Purchase Agreement, dated as of November 8, 2023 (the “Stock Purchase Agreement”), pursuant to which Fleming agreed to purchase all of the outstanding common shares of JRG Re (the “Transaction”). The complaint alleges that Fleming breached the Stock Purchase Agreement by its refusal to close the Transaction on March 1, 2024 as required under the terms of the Stock Purchase Agreement, and seeks specific performance of Fleming’s obligation to complete the Transaction and an award of damages. The Company subsequently filed a motion for preliminary injunction to require Fleming to fulfill its contractual obligation to close the Transaction, and on April 6, 2024 the Court granted the Company’s motion and ordered Fleming to complete the Transaction on or prior to April 16, 2024. On April 8, 2024, Fleming filed a notice of appeal of the preliminary injunction, which Fleming withdrew on October 9, 2024. The Transaction closed on April 16, 2024. On April 19, 2024, Fleming filed a motion to dismiss the Complaint. On May 9, 2024, the Company filed an amended complaint seeking, among other things, specific performance and damages suffered as a result of Fleming's breach of the Stock Purchase Agreement. On June 6, 2024, Fleming filed a motion to dismiss the amended complaint, on July 3, 2024 the Company filed an opposition to the motion to dismiss, on July 24, 2024 Fleming filed its reply to the opposition, and on October 29, 2024 the court heard oral argument on the motion to dismiss. On July 15, 2024, Fleming filed a lawsuit in the U.S. District Court, Southern District of New York against James River Group Holdings, Ltd. and certain of its officers, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, common law fraud, and breaches of contract, and seeking unspecified monetary damages, including compensatory, consequential and punitive damages, all associated with Fleming's purchase of JRG Re pursuant to the Stock Purchase Agreement. On July 31, 2024, Fleming filed an amended complaint, on September 13, 2024 the Company filed a motion to dismiss the amended complaint, and on October 18, 2024 Fleming filed a second amended complaint. On November 15, 2024, the Company filed a motion to dismiss the second amended complaint, on December 23, 2024 Fleming filed an opposition to the motion to dismiss, and on January 17, 2025 the Company filed its reply to Fleming's opposition. The Company believes that it has substantial defenses and intends to vigorously defend this lawsuit. Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book James River previously issued a set of commercial auto insurance contracts (the “Rasier Commercial Auto Policies”) to Rasier under which James River pays losses and loss adjustment expenses on the contracts. James River has indemnity agreements with Rasier (non-insurance entities) (collectively, the “Indemnity Agreements”) and is contractually entitled to reimbursement for the portion of the losses and loss adjustment expenses paid on behalf of Rasier under the Rasier Commercial Auto Policies and other expenses incurred by James River. On September 27, 2021, James River entered into the Commercial Auto LPT with Aleka to reinsure substantially all of the Rasier Commercial Auto Policies for which James River is not otherwise indemnified by Rasier under the Indemnity Agreements. Under the terms of the Commercial Auto LPT, effective as of July 1, 2021, James River ceded to Aleka approximately $ 345.1 million of commercial auto liabilities relating to Rasier Commercial Auto Policies written in the years 2013-2019, which amount constituted the reinsurance premium. Since inception, due to adverse paid and reported loss trends on the legacy Rasier business, the Company has recognized adverse prior year development of $ 114.2 million on the reserves subject to the Commercial Auto LPT, bringing the cumulative amount ceded under the Commercial Auto LPT to $ 459.3 million at December 31, 2024. Each of Rasier and Aleka are required to post collateral under the Indemnity Agreements and the Commercial Auto LPT: • Pursuant to the Indemnity Agreements, Rasier is required to post collateral equal to 102 % of James River's estimate of the amounts that are recoverable or may be recoverable under the Indemnity Agreements, including, among other things, case loss and loss adjustment expense reserves, IBNR loss and loss adjustment expense reserves, extra contractual obligations and excess policy limits liabilities. The collateral is provided through a collateral trust arrangement (the “Indemnity Trust”) in favor of James River by Aleka. In connection with the execution of the Commercial Auto LPT, James River returned $ 691.3 million to the Indemnity Trust, representing the remaining balance of the amount withdrawn in October 2019, as was permitted under the indemnification agreements with Rasier and the associated trust agreement. At December 31, 2024, the balance in the Indemnity Trust was $ 64.7 million, and, together with the balance of the Loss Fund Trust (as defined below) attributable to the F-49 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Indemnity Agreements as described below, the total balance of collateral securing Rasier’s obligations under the Indemnity Agreements was $ 82.1 million. • Pursuant to the Commercial Auto LPT, Aleka is required to post collateral equal to 102 % of James River's estimate of Aleka's obligations under the Commercial Auto LPT, calculated in accordance with standard actuarial principles and based on reserves recorded in the Company's statutory financial statements. The collateral is provided through a collateral trust arrangement (the “LPT Trust”) established in favor of James River by Aleka. At December 31, 2024, the balance in the LPT Trust was $ 30.1 million, and, together with the balance of the Loss Fund Trust (as defined below) attributable to the Commercial Auto LPT as described below, the total balance of collateral securing Aleka’s obligations under the Commercial Auto LPT was $ 37.8 million. At December 31, 2024, the total reinsurance recoverables under the Commercial Auto LPT was $ 36.6 million. In connection with the execution of the Commercial Auto LPT, James River and Aleka entered into an administrative services agreement (the “Administrative Services Agreement”) with a third party claims administrator (the “Administrator”) pursuant to which the Administrator handles the claims on the Rasier Commercial Auto Policies for the remaining life of those claims. The claims paid by the Administrator are reimbursable by James River, and pursuant to the Administrative Services Agreement, James River established a loss fund trust account for the benefit of the Administrator (the “Loss Fund Trust”) to collateralize its claims payment reimbursement obligations. James River funds the Loss Fund Trust using funds withdrawn from the Indemnity Trust, funds withdrawn from the LPT Trust, and its own funds, in each case in an amount equal to the pro rata portion of the required Loss Fund Trust balance attributable to the Indemnity Agreements, the Commercial Auto LPT and James River’s existing third party reinsurance agreements, respectively. At December 31, 2024, the balance in the Loss Fund Trust was $ 28.7 million, including $ 17.4 million representing collateral supporting Rasier’s obligations under the Indemnity Agreements and $ 7.7 million representing collateral supporting Aleka’s obligations under the Commercial Auto LPT. Funds posted to the Loss Fund Trust are classified as restricted cash equivalents on the Company's balance sheet. While the Commercial Auto LPT brings economic finality to substantially all of the Rasier Commercial Auto Policies, the Company has credit exposure to Rasier and Aleka under the Indemnity Agreements and the Commercial Auto LPT if the estimated losses and expenses of the Rasier Commercial Auto Policies grow at a faster pace than the growth in our collateral balances. In addition, the Company has credit exposure if its estimates of future losses and loss adjustment expenses and other amounts recoverable under the Indemnity Agreements and the Commercial Auto LPT, which are the basis for establishing the collateral balances, are lower than actual amounts paid or payable. The amount of credit exposure in any of these instances could be material. To mitigate these risks, the Company closely and frequently monitors exposure compared to collateral held, and requests additional collateral in accordance with the terms of the Commercial Auto LPT and Indemnity Agreements when its analysis indicates that the Company has uncollateralized exposure. 19. Other Comprehensive (Loss) Income The following table summarizes the components of other comprehensive income (loss): Year Ended December 31, 2024 2023 2022 (in thousands) Unrealized (losses) gains arising during the period, before U.S. income taxes $ ( 9,222 ) $ 105,368 $ ( 219,788 ) U.S. income taxes 1,937 ( 6,313 ) 26,780 Unrealized (losses) gains arising during the period, net of U.S. income taxes ( 7,285 ) 99,055 ( 193,008 ) Less reclassification adjustment: Net realized investment (losses) gains ( 1,278 ) ( 339 ) 275 U.S. income taxes 269 71 ( 261 ) Reclassification adjustment for investment (losses) gains realized in net income ( 1,009 ) ( 268 ) 14 Other comprehensive (loss) income $ ( 6,276 ) $ 99,323 $ ( 193,022 ) In addition to the net realized investment (losses) gains of $( 1.3 ) million, $( 339,000 ), and $ 275,000 on available-for-sale fixed maturity securities for the years ended December 31, 2024, 2023, and 2022, the Company recognized net realized and unrealized investment (losses) gains in the respective years of $( 3.8 ) million, $ 5.5 million, and $( 5.7 ) million on its investments in bank loan participations and $ 8.7 million, $ 5.2 million, and $( 11.1 ) million on its investments in equity securities. F-50 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 20. Segment Information The Company's continuing operations are comprised of three reportable segments, two of which are separately managed business units and the third (“Corporate and Other”) includes the Company’s remaining operations. The Excess and Surplus Lines segment primarily offers commercial excess and surplus lines liability and excess property insurance products. The Specialty Admitted Insurance segment offers specialty admitted fronting and program business and, prior to the sale of the Company's renewal rights in 2023, workers’ compensation insurance coverage. The Corporate and Other segment consists of certain management and treasury activities of James River Group, James River UK, and JRG Holdings as well as interest expense associated with senior debt and Junior Subordinated Debt, and investment income. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Prior to entering into a definitive agreement to sell JRG Re on November 8, 2023, JRG Re was considered a reportable segment (the “Casualty Reinsurance” segment). After entering into the agreement to sell JRG Re, the Company no longer considers Casualty Reinsurance to be a reportable segment, but instead it is reported as discontinued operations. The segment information below excludes discontinued operations for all periods presented. Segment profit (loss) is measured by underwriting profit (loss), which is generally defined as net earned premiums and gross fee income (in specific instances when the Company is not retaining insurance risk) in “other income” in the Consolidated Statements of (Loss) Income and Comprehensive Loss less loss and loss adjustment expenses on business not subject to retroactive reinsurance accounting (see Retroactive Reinsurance Accounting in Note 8 - Reserve for Losses and Loss Adjustment Expenses ) and other operating expenses. Other operating expenses include the underwriting, acquisition, and insurance expenses of the operating segments and, for consolidated underwriting profit, the expenses of the Corporate and Other segment. Other operating expenses for the Corporate and Other segment include personnel costs associated with the Bermuda and U.S. holding companies, professional fees, share-based compensation for the full Company, and various other corporate expenses that were not reimbursed by our subsidiaries, including costs associated with rating agencies and strategic initiatives. Net commissions in the table below are net of amounts deferred as deferred policy acquisition costs. Employee compensation includes both cash and share-based compensation, as well as employer expenses related to payroll taxes and benefits, and is net of amounts allocated to losses and loss adjustment expenses and amounts deferred. All other operating expenses include, amongst other expenses, costs for insurance, outside professional fees including legal, audit, and consulting, office rent, bad debt expense, and taxes, licenses and fees on business written. Segment results are reported prior to the effects of intercompany pooling agreements and intercompany reinsurance agreements. All gross written premiums and net earned premiums for all periods presented were generated from policies issued to U.S. based insureds. Segment revenues for each reportable segment consist of net earned premiums, net investment income, and realized and unrealized (losses) gains on investments. The Company's Chief Executive Officer ("CEO") has final authority over segment resource allocation decisions and performance assessment, and consequently, is identified as the Chief Operating Decision Maker ("CODM"). The CEO considers segment underwriting profit (loss) in the annual budget and forecasting process, and in monthly financial reviews of actual segment results compared to budget and prior year periods in order to assess segment performance and make strategic operating decisions regarding the business written by the segments, the allocation of capital and personnel to the segments, and compensation for segment employees. The segment information presented below aligns with the information that is presented regularly to the CEO. F-51 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Excess and Surplus Lines Specialty Admitted Insurance Corporate and Other Total (in thousands) As of and for the Year Ended December 31, 2024 Gross written premiums $ 1,017,029 $ 414,743 $ — $ 1,431,772 Net earned premiums 512,237 87,959 — 600,196 Fee income — 4,585 — 4,585 Losses and loss adjustment expenses 485,951 68,423 — 554,374 Less: losses and loss adjustment expense - retroactive reinsurance 37,237 — — 37,237 Losses and loss adjustment expenses excluding retroactive reinsurance 448,714 68,423 — 517,137 Other operating expenses: Net commissions 56,186 ( 11,243 ) — 44,943 Employee compensation 62,176 14,115 23,804 100,095 All other operating expenses 22,616 14,376 11,168 48,160 140,978 17,248 34,972 193,198 Underwriting (loss) profit ( 77,455 ) 6,873 ( 34,972 ) ( 105,554 ) Segment revenues 594,433 109,472 3,721 707,626 Net investment income 73,341 16,937 2,811 93,089 Interest expense — — 24,666 24,666 Segment goodwill 181,831 — — 181,831 Segment assets 3,516,399 1,390,894 99,783 5,007,076 F-52 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Excess and Surplus Lines Specialty Admitted Insurance Corporate and Other Total (in thousands) As of and for the Year Ended December 31, 2023 Gross written premiums $ 1,007,351 $ 501,309 $ — $ 1,508,660 Net earned premiums 609,566 98,439 — 708,005 Fee income — 5,301 — 5,301 Losses and loss adjustment expenses 425,035 75,122 — 500,157 Less: losses and loss adjustment expense - retroactive reinsurance 4,991 — — 4,991 Losses and loss adjustment expenses excluding retroactive reinsurance 420,044 75,122 — 495,166 Other operating expenses: Net commissions 61,542 ( 12,809 ) — 48,733 Employee compensation 57,436 18,492 22,502 98,430 All other operating expenses 16,197 18,858 11,438 46,493 135,175 24,541 33,940 193,656 Underwriting profit 54,347 4,077 ( 33,940 ) 24,484 Segment revenues 690,388 119,777 1,844 812,009 Net investment income 69,325 13,568 1,153 84,046 Interest expense — — 24,627 24,627 Segment goodwill 181,831 — — 181,831 Segment assets 3,083,798 1,387,020 63,039 4,533,857 F-53 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Excess and Surplus Lines Specialty Admitted Insurance Corporate and Other Total (in thousands) As of and for the Year Ended December 31, 2022 Gross written premiums $ 921,164 $ 490,208 $ — $ 1,411,372 Net earned premiums 555,597 74,137 — 629,734 Fee income — 3,761 — 3,761 Losses and loss adjustment expenses 382,094 58,548 — 440,642 Less: losses and loss adjustment expense - retroactive reinsurance 15,742 — — 15,742 Losses and loss adjustment expenses excluding retroactive reinsurance 366,352 58,548 — 424,900 Other operating expenses: Net commissions 47,006 ( 18,411 ) — 28,595 Employee compensation 47,898 17,823 20,857 86,578 All other operating expenses 11,290 15,704 10,403 37,397 106,194 15,116 31,260 152,570 Underwriting profit 83,051 4,234 ( 31,260 ) 56,025 Segment revenues 570,087 81,593 9,834 661,514 Net investment income 28,664 5,068 9,456 43,188 Interest expense — — 13,872 13,872 Segment goodwill 181,831 — — 181,831 Segment assets 2,627,956 1,277,988 85,332 3,991,276 F-54 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The following table reconciles the underwriting (loss) profit of operating segments by individual segment to consolidated (loss) income from continuing operations before income taxes: Year Ended December 31, 2024 2023 2022 (in thousands) Underwriting (loss) profit of the operating segments: Excess and Surplus Lines $ ( 77,455 ) $ 54,347 $ 83,051 Specialty Admitted Insurance 6,873 4,077 4,234 Total underwriting (loss) profit of operating segments ( 70,582 ) 58,424 87,285 Other operating expenses of the Corporate and Other segment ( 34,972 ) ( 33,940 ) ( 31,260 ) Underwriting (loss) profit ( 105,554 ) 24,484 56,025 Losses and loss adjustment expenses - retroactive reinsurance ( 37,237 ) ( 4,991 ) ( 15,742 ) Net investment income 93,089 84,046 43,188 Net realized and unrealized gains (losses) on investments 3,625 10,441 ( 15,720 ) Other income 6,131 4,216 551 Other expenses ( 6,145 ) ( 3,792 ) ( 795 ) Interest expense ( 24,666 ) ( 24,627 ) ( 13,872 ) Amortization of intangible assets ( 363 ) ( 363 ) ( 363 ) Impairment of intangible assets — ( 2,500 ) — (Loss) income from continuing operations before income taxes $ ( 71,120 ) $ 86,914 $ 53,272 The Company currently has 15 underwriting divisions, including 14 in the Excess and Surplus Lines segment, and one in the Specialty Admitted Insurance segment. Each underwriting division focuses on a specific industry group or coverage. Gross written premiums by segment and underwriting division are presented below: Year Ended December 31, 2024 2023 2022 (in thousands) Excess Casualty $ 325,017 $ 339,870 $ 310,383 General Casualty 237,632 202,861 173,574 Manufacturers and Contractors 176,494 180,074 156,645 Excess Property 53,254 64,574 52,104 Energy 46,405 51,593 42,290 Small Business 39,946 38,561 36,930 Allied Health 31,791 30,904 34,156 Commercial Auto 27,819 29,379 37,974 Life Sciences 25,642 27,595 32,277 Sports and Entertainment 22,192 17,826 13,934 Environmental 20,096 13,832 20,676 Professional Liability 9,367 9,264 8,936 Medical Professionals 870 955 1,285 Management Liability 504 63 — Total Excess and Surplus Lines segment 1,017,029 1,007,351 921,164 Specialty Admitted Insurance segment 414,743 501,309 490,208 Total $ 1,431,772 $ 1,508,660 $ 1,411,372 The Company does business with three brokers that generated $ 345.1 million, $ 245.5 million and $ 134.1 million of gross written premiums for the Excess and Surplus Lines segment for the year ended December 31, 2024, representing 24.1 %, 17.1 % F-55 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 and 9.4 % of consolidated gross written premiums and 33.9 %, 24.1 % and 13.2 % of the Excess and Surplus Lines segment’s gross written premiums, respectively. The Company has agency contracts with various branches within the aforementioned brokers. No other broker generated 10.0% or more of the gross written premiums for the Excess and Surplus Lines segment for the year ended December 31, 2024. No individual insured generated 10.0% or more of the gross written premiums for the Excess and Surplus Lines segment for the year ended December 31, 2024. The Specialty Admitted Insurance segment accepts applications for insurance from a variety of sources, including program administrators and managing general agents (“MGAs”). The Company does business with two agencies that generated $ 175.7 million and $ 63.7 million of gross written premiums for the Specialty Admitted Insurance segment for the year ended December 31, 2024, representing 12.3 % and 4.5 % of consolidated gross written premiums and 42.4 % and 15.4 % of the Specialty Admitted Insurance segment’s gross written premiums, respectively. No other agency generated 10.0% or more of the gross written premiums for the Specialty Admitted Insurance segment for the year ended December 31, 2024. 21. Fair Value Measurements Three levels of inputs are used to measure fair value of financial instruments: (1) Level 1: quoted price (unadjusted) in active markets for identical assets, (2) Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument, and (3) Level 3: inputs to the valuation methodology are unobservable for the asset or liability. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair values of fixed maturity securities, equity securities, and bank loan participations have been determined using fair value prices provided by the Company's investment accounting services provider or investment managers, who utilize internationally recognized independent pricing services. The prices provided by the independent pricing services are generally based on observable market data in active markets ( e.g. broker quotes and prices observed for comparable securities). Values for U.S. Treasury and publicly-traded equity securities are generally based on Level 1 inputs which use the market approach valuation technique. The values for all other fixed maturity securities (including state and municipal securities and obligations of U.S. government corporations and agencies) and bank loan participations generally incorporate significant Level 2 inputs, and in some cases, Level 3 inputs, using the market approach and income approach valuation techniques. There have been no changes in the Company’s use of valuation techniques since December 31, 2022. The Company reviews fair value prices provided by its outside investment accounting service provider or investment managers for reasonableness by comparing the fair values provided by the managers to those provided by its investment custodian. The Company also reviews and monitors changes in unrealized gains and losses. The Company has not historically adjusted security prices. The Company obtains an understanding of the methods, models and inputs used by the investment managers and independent pricing services, and controls are in place to validate that prices provided represent fair values. The Company’s control process includes, but is not limited to, initial and ongoing evaluation of the methodologies used, a review of specific securities and an assessment for proper classification within the fair value hierarchy, and obtaining and reviewing internal control reports for the investment manager that obtains fair values from independent pricing services. F-56 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Assets measured at fair value on a recurring basis as of December 31, 2024 are summarized below: Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total (in thousands) Fixed maturity securities, available-for-sale: State and municipal $ — $ 196,564 $ — $ 196,564 Residential mortgage-backed — 326,227 — 326,227 Corporate — 475,485 — 475,485 Commercial mortgage and asset-backed — 170,458 — 170,458 U.S. Treasury securities and obligations guaranteed by the U.S. government 20,999 — — 20,999 Total fixed maturity securities, available-for-sale $ 20,999 $ 1,168,734 $ — $ 1,189,733 Equity securities: Preferred stock $ — $ 71,245 $ — $ 71,245 Common stock 12,693 2,536 5 15,234 Total equity securities $ 12,693 $ 73,781 $ 5 $ 86,479 Bank loan participations $ — $ 142,410 $ — $ 142,410 Short-term investments $ — $ 97,074 $ — $ 97,074 Assets measured at fair value on a recurring basis as of December 31, 2023 are summarized below: Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total (in thousands) Fixed maturity securities, available-for-sale: State and municipal $ — $ 248,837 $ — $ 248,837 Residential mortgage-backed — 317,928 — 317,928 Corporate — 505,728 — 505,728 Commercial mortgage and asset-backed — 222,853 — 222,853 U.S. Treasury securities and obligations guaranteed by the U.S. government 29,130 — — 29,130 Total fixed maturity securities, available-for-sale $ 29,130 $ 1,295,346 $ — $ 1,324,476 Equity securities: Preferred stock $ — $ 69,310 $ — $ 69,310 Common stock 48,370 2,254 11 50,635 Total equity securities $ 48,370 $ 71,564 $ 11 $ 119,945 Bank loan participations $ — $ 156,169 $ — $ 156,169 Short-term investments $ — $ 72,137 $ — $ 72,137 F-57 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 A reconciliation of the beginning and ending balances of available-for-sale fixed maturity securities, equity securities, and bank loan participations measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is shown below: Year Ended December 31, 2024 2023 2022 (in thousands) Beginning balance $ 11 $ 7 $ 39 Transfers in to Level 3 — — — Transfers out of Level 3 — — — Purchases — — — Sales — — ( 35 ) Maturities, calls and paydowns — — — Amortization of discount — — — Total gains or losses (realized/unrealized): Included in earnings ( 6 ) 4 3 Included in other comprehensive income — — — Ending balance $ 5 $ 11 $ 7 The Company held one equity security at December 31, 2024 for which the fair value was determined using significant unobservable inputs (Level 3). The fair value of $ 5,000 for the equity security was obtained from our asset manager and was derived from an internal model. The Company held one equity security at December 31, 2023 for which the fair value was determined using significant unobservable inputs (Level 3). The fair value of $ 11,000 for the equity security was obtained from our asset manager and was derived from an internal model. The Company held one equity security at December 31, 2022 for which the fair value was determined using significant unobservable inputs (Level 3). The fair value of $ 7,000 for the equity security was obtained from our asset manager and was derived from an internal model. Transfers out of Level 3 occur when the Company is able to obtain reliable prices from pricing vendors for which the Company was previously unable to obtain reliable prices. Transfers in to Level 3 occur when the Company is unable to obtain reliable prices for securities from pricing vendors and instead must use broker price quotes. There were no transfers between Level 1 and Level 2 during 2024, 2023 or 2022. The Company recognizes transfers between levels at the beginning of the reporting period. In the determination of the fair value for bank loan participations and certain high yield bonds, the Company’s investment manager endeavors to obtain data from multiple external pricing sources. External pricing sources may include brokers, dealers and price data vendors that provide a composite price based on prices from multiple dealers. Such external pricing sources typically provide valuations for normal institutional size trading units of such securities using methods based on market transactions for comparable securities, and various relationships between securities, as generally recognized by institutional dealers. For investments in which the investment manager determines that only one external pricing source is appropriate or if only one external price is available, the relevant investment is generally recorded at fair value based on such price. Investments for which external sources are not available or are determined by the investment manager not to be representative of fair value are recorded at fair value as determined by the Company, with input from its investment managers and valuation specialists as considered necessary. In determining the fair value of such investments, the Company considers one or more of the following factors: type of security held, convertibility or exchangeability of the security, redeemability of the security (including the timing of redemptions), application of industry accepted valuation models, recent trading activity, liquidity, estimates of liquidation value, purchase cost, and prices received for securities with similar terms of the same issuer or similar issuers. There were no investments for which external sources were unavailable to determine fair value as of December 31, 2024 and 2023. F-58 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 The carrying values and fair values of financial instruments are summarized below: December 31, 2024 2023 Carrying Value Fair Value Carrying Value Fair Value (in thousands) Assets Fixed maturity securities, available-for-sale $ 1,189,733 $ 1,189,733 $ 1,324,476 $ 1,324,476 Equity securities 86,479 86,479 119,945 119,945 Bank loan participations 142,410 142,410 156,169 156,169 Cash and cash equivalents 362,345 362,345 274,298 274,298 Restricted cash equivalents 28,705 28,705 72,449 72,449 Short-term investments 97,074 97,074 72,137 72,137 Other invested assets – notes receivable 13,902 12,877 12,174 11,702 Liabilities Senior debt 200,800 201,787 222,300 223,408 Junior subordinated debt 104,055 121,766 104,055 138,264 The fair values of fixed maturity securities, equity securities, and bank loan participations have been determined using quoted market prices for securities traded in the public market or prices using bid or closing prices for securities not traded in the public marketplace. The fair values of cash and cash equivalents and short-term investments approximate their carrying values due to their short-term maturity. The fair values of other invested assets-notes receivable, senior debt, and junior subordinated debt at December 31, 2024 and 2023 were determined by calculating the present value of expected future cash flows under the terms of the note agreements or debt agreements, as applicable, discounted at an estimated market rate of interest at December 31, 2024 and 2023, respectively. The Company also utilized an internally developed valuation model based on the spread of a comparable market index to determine the fair value of certain other invested assets-notes receivable at December 31, 2024 and 2023. The fair values of senior debt and junior subordinated debt at December 31, 2024 and 2023 were determined using inputs to the valuation methodology that are unobservable (Level 3). 22. Statutory Matters U.S. state insurance laws and regulations prescribe accounting practices for determining statutory net income and capital and surplus for insurance companies. In addition, state regulators may permit statutory accounting practices that differ from prescribed practices. Statutory accounting practices prescribed or permitted by regulatory authorities for the Company’s insurance subsidiaries differ from U.S. GAAP. The principal differences between SAP and GAAP as they relate to the financial statements of the Company’s insurance subsidiaries are (a) policy acquisition costs are expensed as incurred under SAP, whereas they are deferred and amortized under GAAP, (b) certain assets are not admitted for purposes of determining surplus under SAP, (c) the classification and carrying amounts of investments in certain securities are different under SAP and GAAP, and (d) the criteria for providing asset valuation allowances and the methodologies used to determine the amount thereof are different under SAP and GAAP. F-59 TABLE OF CONTENTS James River Group Holdings, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Years ended December 31, 2024, 2023, and 2022 Combined net income, statutory capital and surplus and minimum required statutory capital and surplus, as determined in accordance with statutory accounting practices, for the U.S. insurance subsidiaries as of December 31, 2024, 2023, and 2022 and for the years then ended are summarized as follows: 2024 2023 2022 (in thousands) Statutory net income (loss) $ 40,731 $ 90,469 $ 42,565 Statutory capital and surplus 642,978 615,427 493,303 Minimum required statutory capital and surplus 286,392 220,449 165,809 Risk-Based Capital (“RBC”) requirements promulgated by the National Association of Insurance Commissioners require property-casualty insurers to maintain minimum capitalization levels determined based on formulas incorporating various business risks of the insurance subsidiaries. As of December 31, 2024, the insurance subsidiaries’ adjusted capital and surplus exceeds their authorized control level RBC. 23. Dividend Restrictions The insurance statutes of the U.S.-based insurance subsidiaries’ states of domicile limit the amount of dividends that they may pay annually without first obtaining regulatory approval. Generally, the limitations are based on the greater of statutory net income for the preceding year or 10.0 % of statutory surplus at the end of the preceding year. The maximum amount of dividends available to James River Group from its U.S. insurance subsidiaries during 2025 without regulatory approval is $ 64.3 million. However, U.S. insurance regulators have broad powers to prevent the reduction of statutory surplus to inadequate levels and could refuse to permit the payment of dividends. Distributions from the Company’s U.S.-based subsidiaries to its U.K. intermediate holding company, James River UK, are generally subject to a 5 % dividend withholding tax. The payment of any dividends by the Company’s U.S.-based subsidiaries directly to a Bermuda-based entity is subject to U.S. taxes at a 30.0 % tax rate. JRG Holdings has determined that earnings of its U.S. subsidiaries have been and will be indefinitely reinvested in U.S. operations. 24. Other Related Party Transactions The Company leases a commercial office building which houses the Company’s Richmond, Virginia operations under the terms of a non-cancelable lease from an entity with which it is affiliated. The term of the lease, which has been amended from time to time, runs through 2026. Operating costs under the lease were $ 2.1 million for each of the years ended December 31, 2024, 2023, and 2022, respectively. 25. Subsequent Events On January 27, 2025, the Company borrowed $ 25.0 million on the unsecured revolver of the 2013 Facility, increasing the outstanding drawn balance to $ 210.8 million. The Company remains in compliance with financial and other covenants (including minimum net worth, maximum ratio of total adjusted debt outstanding to total capitalization, and financial strength ratings) under the 2013 Facility after giving effect to this borrowing. On February 20, 2025, the Board of Directors declared a cash dividend of $ 0.01 per common share. The dividend is payable on March 31, 2025 to shareholders of record on March 10, 2025 . On February 20, 2025, the Board of Directors declared a quarterly dividend on the Series A Preferred Shares. The dividend of $ 2.0 million will be payable in cash on March 31, 2025 to shareholders of record on March 15, 2025 . On February 20, 2025, the Board of Directors approved awards under the 2014 LTIP and the 2014 Director Plan to the Company’s employees and directors with an aggregate fair value of $ 9.1 million and a grant date of March 5, 2025. F-60 TABLE OF CONTENTS SCHEDULE I JAMES RIVER GROUP HOLDINGS, LTD. Summary of Investments—Other than Investments in Related Parties Type of Investment Cost or Amortized Cost Fair Value Amount at which shown on Balance Sheet (1) (in thousands) Fixed maturity securities, available-for-sale: State and municipal $ 223,009 $ 196,564 $ 196,564 Residential mortgage-backed 352,064 326,227 326,227 Corporate 503,610 475,485 475,485 Commercial mortgage and asset-backed 178,238 170,458 170,458 U.S. Treasury securities and obligations guaranteed by the U.S. government 21,416 20,999 20,999 Total fixed maturity securities, available-for-sale 1,278,337 1,189,733 1,189,733 Equity securities: Preferred Stock 67,044 71,245 71,245 Common Stock 15,634 15,234 15,234 Total equity securities 82,678 86,479 86,479 Bank loan participations 147,321 142,410 142,410 Short-term investments 97,074 97,074 97,074 Other invested assets 29,010 Total invested assets $ 1,544,706 (1) Differences between the amounts in this column and the amounts in the consolidated balance sheet are due to this schedule excluding investments in related parties. F-61 TABLE OF CONTENTS SCHEDULE II JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Condensed Financial Information of Registrant Balance Sheets (Parent Company) December 31, 2024 2023 (in thousands) Assets Cash and cash equivalents $ 64,525 $ 1,961 Investment in subsidiaries (1) 732,285 894,848 Due from subsidiaries — 166 Other assets 31,775 52,013 Total assets $ 828,585 $ 948,988 Liabilities and shareholders’ equity Liabilities: Accrued expenses $ 1,716 $ 3,971 Senior debt 185,800 207,300 Junior subordinated debt 15,928 15,928 Due to subsidiaries 863 — Other liabilities 30,248 42,270 Total liabilities 234,555 269,469 Commitments and contingent liabilities Series A redeemable preferred shares 133,115 144,898 Shareholders’ equity: Class A common shares 9 7 Additional paid-in capital 933,311 876,240 Retained deficit ( 402,408 ) ( 277,905 ) Accumulated other comprehensive (loss) income ( 69,997 ) ( 63,721 ) Total shareholders’ equity 460,915 534,621 Total liabilities, Series A redeemable preferred shares, and shareholders’ equity $ 828,585 $ 948,988 See accompanying notes. F-62 TABLE OF CONTENTS SCHEDULE II JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Condensed Financial Information of Registrant Statements of (Loss) Income and Comprehensive Loss (Parent Company) Year Ended December 31, 2024 2023 2022 (in thousands) Revenues: Net investment income $ 1,860 $ — $ — Other income 90 88 55 Total revenues 1,950 88 55 Expenses: Other operating expenses 14,142 14,689 12,890 Other expenses 9,619 4,049 747 Interest expense 15,484 15,685 8,579 Total expenses 39,245 34,423 22,216 Loss before equity in net (loss) income of subsidiaries ( 37,295 ) ( 34,335 ) ( 22,161 ) Equity in net (loss) income of subsidiaries (1) ( 43,825 ) ( 73,349 ) 53,134 Net (loss) income $ ( 81,120 ) $ ( 107,684 ) $ 30,973 Other comprehensive (loss) income: Equity in other comprehensive (losses) earnings of subsidiaries ( 6,276 ) 99,323 ( 193,022 ) Total comprehensive loss $ ( 87,396 ) $ ( 8,361 ) $ ( 162,049 ) (1) Includes amounts for JRG Re which was classified as held for sale on our Consolidated Balance Sheets as of December 31, 2023. The sale of JRG Re closed on April 16, 2024. Operating results of JRG Re are included in discontinued operations in our Consolidated Statements of (Loss) Income and Comprehensive Loss. See Note 2 - Discontinued Operations. See accompanying notes. F-63 TABLE OF CONTENTS SCHEDULE II JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Condensed Financial Information of Registrant Statements of Cash Flows (Parent Company) Year Ended December 31, 2024 2023 2022 (in thousands) Operating activities Net (loss) income $ ( 81,120 ) $ ( 107,684 ) $ 30,973 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Provision for depreciation and amortization 474 345 216 Share based compensation expense 6,631 9,116 8,122 Equity in undistributed earnings of subsidiaries 43,825 73,349 ( 53,134 ) Changes in operating assets and liabilities 2,996 47,673 68,272 Net cash provided by operating activities ( 27,194 ) 22,799 54,449 Investing activities Sale of JRG Re 136,213 — — Dividends from subsidiaries 5,755 — — Net cash provided by investing activities 141,968 — — Financing activities Senior debt repayments ( 21,500 ) — ( 40,000 ) Contribution to subsidiary ( 23,364 ) — ( 144,000 ) Payment of debt issuance costs — ( 1,135 ) — Issuance of Series A preferred shares — — 144,898 Enstar common share investment 12,500 — — Payroll taxes withheld and remitted on net settlement of RSUs ( 847 ) ( 1,734 ) ( 1,304 ) Dividends on Series A preferred shares ( 12,768 ) ( 10,500 ) ( 6,125 ) Dividends on common shares ( 6,231 ) ( 7,746 ) ( 7,798 ) Net cash used in financing activities ( 52,210 ) ( 21,115 ) ( 54,329 ) Change in cash and cash equivalents 62,564 1,684 120 Cash and cash equivalents at beginning of period 1,961 277 157 Cash and cash equivalents at end of period $ 64,525 $ 1,961 $ 277 Supplemental information Interest paid $ 17,137 $ 16,949 $ 9,342 See accompanying notes. F-64 TABLE OF CONTENTS SCHEDULE II JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Condensed Financial Information of Registrant Notes to Condensed Financial Statements 1. Accounting Policies Organization James River Group Holdings, Ltd. (the “Company”) is an exempted holding company registered in Bermuda, organized for the purpose of acquiring and managing insurance and reinsurance entities. Basis of Presentation The accompanying condensed financial statements have been prepared using the equity method. Under the equity method, the investment in consolidated subsidiaries is stated at cost plus equity in undistributed earnings of consolidated subsidiaries since the date of acquisition. These condensed financial statements should be read in conjunction with the Company’s consolidated financial statements. Estimates and Assumptions Preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates. Adopted Accounting Standards No accounting standards were adopted during the year ended December 31, 2024 that had a material impact on our financial statements. F-65 TABLE OF CONTENTS SCHEDULE III JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Supplementary Insurance Information (in thousands) Deferred Policy Acquisition Costs Reserve for Losses and Loss Adjustment Expenses Unearned Premiums Net Earned Premiums Net Investment Income Losses and Loss Adjustment Expenses Amortization of Policy Acquisition Costs Other Operating Expenses Net Written Premiums December 31, 2024 Excess and Surplus Lines $ 31,085 $ 2,226,038 $ 447,711 $ 512,237 $ 73,341 $ 485,951 $ 69,704 $ 140,978 $ 508,445 Specialty Admitted ( 910 ) 858,368 124,323 87,959 16,937 68,423 ( 3,744 ) 17,248 72,409 Corporate and Other — — — — 2,811 — — 34,972 — Total $ 30,175 $ 3,084,406 $ 572,034 $ 600,196 $ 93,089 $ 554,374 $ 65,960 $ 193,198 $ 580,854 December 31, 2023 Excess and Surplus Lines $ 30,625 $ 1,769,788 $ 428,570 $ 609,566 $ 69,325 $ 425,035 $ 75,890 $ 135,175 $ 589,551 Specialty Admitted 872 836,319 159,329 98,439 13,568 75,122 ( 3,257 ) 24,541 104,350 Corporate and Other — — — — 1,153 — — 33,940 — Total $ 31,497 $ 2,606,107 $ 587,899 $ 708,005 $ 84,046 $ 500,157 $ 72,633 $ 193,656 $ 693,901 December 31, 2022 Excess and Surplus Lines $ 36,917 $ 1,585,861 $ 405,139 $ 555,597 $ 28,664 $ 382,094 $ 59,457 $ 106,194 $ 589,056 Specialty Admitted ( 4,080 ) 755,102 173,057 74,137 5,068 58,548 ( 9,648 ) 15,116 76,390 Corporate and Other — — — — 9,456 — — 31,260 — Total $ 32,837 $ 2,340,963 $ 578,196 $ 629,734 $ 43,188 $ 440,642 $ 49,809 $ 152,570 $ 665,446 F-66 TABLE OF CONTENTS SCHEDULE IV JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Reinsurance Direct Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentage of Amount Assumed to Net (in thousands) Year Ended December 31, 2024 Excess and Surplus Lines Written Premiums $ 1,017,029 $ 508,584 $ — $ 508,445 — Specialty Admitted Written Premiums 412,762 342,334 1,981 72,409 2.7 % Total Written Premiums $ 1,429,791 $ 850,918 $ 1,981 $ 580,854 0.3 % Year Ended December 31, 2023 Excess and Surplus Lines Written Premiums $ 1,007,351 $ 417,800 $ — $ 589,551 — Specialty Admitted Written Premiums 499,317 396,959 1,992 104,350 1.9 % Total Written Premiums $ 1,506,668 $ 814,759 $ 1,992 $ 693,901 0.3 % Year Ended December 31, 2022 Excess and Surplus Lines Written Premiums $ 921,164 $ 332,108 $ — $ 589,056 — Specialty Admitted Written Premiums 487,360 413,818 2,848 76,390 3.7 % Total Written Premiums $ 1,408,524 $ 745,926 $ 2,848 $ 665,446 0.4 % F-67 TABLE OF CONTENTS SCHEDULE V JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Valuation and Qualifying Accounts Balance at Beginning of Period Additions Amounts Charged to Expense Deductions Amounts Written Off or Disposals Balance at End of Period (in thousands) Year Ended December 31, 2024 Allowance for Credit Losses on Premiums Receivable and Agents' Balances $ 17,916 $ 6,905 $ ( 2,494 ) $ 22,327 Allowance for Credit Losses on Reinsurance Balances 660 555 — 1,215 Total $ 18,576 $ 7,460 $ ( 2,494 ) $ 23,542 Year Ended December 31, 2023 Allowance for Credit Losses on Premiums Receivable and Agents' Balances $ 16,248 $ 2,826 $ ( 1,158 ) $ 17,916 Allowance for Credit Losses on Reinsurance Balances 580 80 — 660 Total $ 16,828 $ 2,906 $ ( 1,158 ) $ 18,576 Year Ended December 31, 2022 Allowance for Credit Losses on Premiums Receivable and Agents' Balances $ 16,680 $ 1,051 $ ( 1,483 ) $ 16,248 Allowance for Credit Losses on Reinsurance Balances 607 ( 27 ) — 580 Total $ 17,287 $ 1,024 $ ( 1,483 ) $ 16,828 F-68 TABLE OF CONTENTS SCHEDULE VI JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES Supplementary Information Concerning Property Casualty Insurance Operations Year Ended December 31, 2024 2023 2022 (in thousands) Deferred policy acquisition costs $ 30,175 $ 31,497 $ 32,837 Reserve for losses and loss adjustment expenses 3,084,406 2,606,107 2,340,963 Unearned premiums 572,034 587,899 578,196 Net earned premiums 600,196 708,005 629,734 Net investment income 93,089 84,046 43,188 Losses and loss adjustment expenses incurred: Current year 441,058 463,530 429,260 Prior years - retroactive reinsurance 37,237 4,991 15,742 Prior years - excluding retroactive reinsurance 76,079 31,636 ( 4,360 ) Total losses and loss adjustment expenses incurred 554,374 500,157 440,642 Amortization of policy acquisition costs 65,960 72,633 49,809 Paid losses and loss adjustment expenses, net of reinsurance 364,590 328,959 318,355 Net written premiums 580,854 693,901 665,446 F-69