−Removed: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
+Added: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
−Removed: Our common shares began trading on the NASDAQ Global Select Market under the symbol “JRVR” on December 12, 2014.
−Removed: Prior to that time, there was no public market for our common shares.
−Removed: As of February 24, 2025, there were 4 holders of record of our common shares.
−Removed: A substantially greater number of holders of common shares are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.
−Removed: On February 20, 2025, the Board of Directors declared a cash dividend of $0.01 per common share.
+Added: Our common stock began trading on the Nasdaq Global Select Market under the symbol “JRVR” on December 12, 2014.
+Added: Prior to that time, there was no public market for our common stock.
+Added: As of February 28, 2026, there were 5 holders of record of our common stock.
+Added: A substantially greater number of holders of common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.
+Added: On February 20, 2026, the Board of Directors declared a cash dividend of $0.01 per share of common stock.
The dividend is payable on March 31, 2026 to shareholders of record on March 13, 2026.
−Removed: We also paid a cash dividend of $0.01 per common share in the fourth quarter of 2024, preceded by quarterly dividends of $0.05 per common share from 2022 to the third quarter of 2024, and $0.30 per common share from 2017 to the fourth quarter of 2021.
−Removed: As described below, the amount of dividends that we may pay on our common shares is restricted by the terms of our Series A Preferred Shares.
+Added: We have paid quarterly cash dividends of $0.01 per share of common stock since the fourth quarter of 2024, preceded by quarterly dividends of $0.05 per share of common stock from 2022 to the third quarter of 2024, and $0.30 per share of common stock from 2017 to the fourth quarter of 2021.
+Added: As described below, the amount of dividends that we may pay on our common stock is restricted by the terms of our Series A Preferred Shares and our Credit Agreement.
We closed on the issuance and sale of 150,000 Series A Preferred Shares on March 1, 2022.
−Removed: Holders of the Series A Preferred Shares were initially entitled to a dividend at the rate of 7% of the $1,000 per share liquidation preference per annum, paid in cash, in-kind in common shares or in Series A Preferred Shares, at our election.
+Added: Holders of the Series A Preferred Shares were initially entitled to a dividend at the rate of 7% of the $1,000 per share liquidation preference per annum, paid in cash, in-kind in common stock or in Series A Preferred Shares, at our election.
On the five-year anniversary of the 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%.
−Removed: On November 11, 2024, the Company amended the Certificate of Designations to, among other things, (i) convert 37,500 of the outstanding Series A Preferred Shares to common shares, (ii) delay the first date on which the dividend rate re-sets from March 1, 2027 to October 1, 2029, and (iii) cap the dividend rate at 8%.
+Added: On November 11, 2024, the Company amended the Certificate of Designations to, among other things, (i) convert 37,500 of the outstanding Series A Preferred Shares to common stock, (ii) delay the first date on which the dividend rate re-sets from March 1, 2027 to October 1, 2029, and (iii) cap the dividend rate at 8%.
Dividends on the Series A Preferred Shares accrue and are payable quarterly.
On February 20, 2026, the Board of Directors declared a quarterly dividend on the Series A Preferred Shares.
−Removed: The dividend of $2.0 million will be payable in cash on March 31, 2025 to shareholders of record on March 15, 2025.
+Added: The dividend of up to $2.0 million will be payable in cash on March 31, 2026 to shareholders of record on March 15, 2026.
For the year ended December 31, 2025, cash dividends of $7.9 million were declared and paid on the Series A Preferred Shares.
−Removed: 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.
+Added: For the years ended December 31, 2024, 2023, and 2022, cash dividends of $10.1 million, $10.5 million and $8.8 million were declared, respectively.
The Certificate of Designations setting forth the terms of the Series A Preferred Shares limits our ability to pay dividends to our common shareholders.
−Removed: If we pay 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, we will be required to reduce the conversion price of the Series A Preferred Shares.
−Removed: 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.
+Added: If we pay cash dividends of more than $0.05 per share of common stock per quarter, without the consent of at least the majority of the Series A Preferred Shares then outstanding, we will be required to reduce the conversion price of the Series A Preferred Shares.
+Added: Additionally, the payment of cash dividends in excess of $0.10 per share of common stock 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.
+Added: The terms of our Credit Agreement limit our ability to pay dividends on our common stock and the Series A Preferred Shares to an aggregate of $20.0 million per fiscal year.
We are a holding company that has no substantial operations of our own, and we rely primarily on cash dividends or distributions from our subsidiaries to pay our operating expenses and dividends to shareholders.
1 unchanged sentence
These regulations stipulate the maximum amount of annual dividends or other distributions available to shareholders without prior approval of the relevant regulatory authorities.
−Removed: Additionally, dividends from our U.S.
−Removed: subsidiaries to our U.K.
−Removed: intermediate holding company are generally subject to a 5% withholding tax by the IRS.
−Removed: domestic law, no withholding tax is applied to dividends paid by U.K.
−Removed: tax resident companies.
−Removed: As a result of such regulations, or a change in applicable tax law, we may not be able to pay our operating expenses as they become due and our payment of future dividends to shareholders may be limited.
+Added: As a result of such regulations, we may not be able to pay our operating expenses as they become due and our payment of future dividends to shareholders may be limited.
See “Item 1A.
−Removed: Risk Factors — Risks Related to Ownership of Our Common Shares “—We depend upon dividends and distributions from our subsidiaries, and we may be unable to distribute dividends to our shareholders to the extent we do not receive dividends from our subsidiaries,” and “—Dividends paid by our U.S.
−Removed: subsidiaries to James River UK may not be eligible for benefits under the U.S.-U.K.
−Removed: income tax treaty.”
+Added: Risk Factors — Risks Related to Ownership of Our Common Stock “—We depend upon dividends and distributions from our subsidiaries, and we may be unable to distribute dividends to our shareholders to the extent we do not receive dividends from our subsidiaries.”
Additionally, the declaration, payment and amount of future dividends is further subject to the discretion of our board of directors.
3 unchanged sentences
Our board of directors may take into account a variety of factors when determining whether to declare any future dividends, including (1) our financial condition, liquidity, results of operations (including our ability to generate cash flow in excess of expenses and our expected or actual net income), retained earnings and collateral and capital requirements, (2) general business conditions, (3) legal, tax and regulatory limitations, (4) contractual prohibitions and other restrictions, in
−Removed: addition to those relating to our Series A Preferred Shares, (5) the effect of a dividend or dividends upon our financial strength ratings and (6) any other factors that our board of directors deems relevant.
+Added: addition to those relating to our Series A Preferred Shares and Credit Agreement, (5) the effect of a dividend or dividends upon our financial strength ratings and (6) any other factors that our board of directors deems relevant.
Performance Graph
−Removed: The graph below compares the cumulative 5-Year total shareholder return of our common shares relative to the cumulative total returns of the Russell 2000 index and the S&P 500 Property and Casualty Insurance index.
+Added: The graph below compares the cumulative 5-Year total shareholder return of our common stock relative to the cumulative total returns of the Russell 2000 index and the S&P 500 Property and Casualty Insurance index.
The calculation of cumulative total shareholder return assumes an initial investment of $100 and the reinvestment of all dividends, if any, for the period from December 31, 2020 through December 31, 2025.
5 unchanged sentences
12/20 12/21 12/22 12/23 12/24 12/25
−Removed: James River Group Holdings, Ltd.
+Added: James River Group Holdings, Inc.
100.00 60.72 44.46 19.91 10.72 14.11
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.