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Item 9A. Controls and Procedures

2026-03-03 compared with 2025-03-04 · 550 added, 640 removed, 1961 unchanged (38% of the section changed)

26 unchanged sentences

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.

The information required by Item 10 may be incorporated by reference to the definitive James River Group Holdings, Inc.

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.

2 unchanged sentences

EXECUTIVE COMPENSATION

The information required by Item 11 may be incorporated by reference to the definitive James River Group Holdings, Ltd.

The information required by Item 11 may be incorporated by reference to the definitive James River Group Holdings, Inc.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information required by Item 12 may be incorporated by reference to the definitive James River Group Holdings, Inc.

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.

The information required by Item 13 may be incorporated by reference to the definitive James River Group Holdings, Inc.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 may be incorporated by reference to the definitive James River Group Holdings, Ltd.

The information required by Item 14 may be incorporated by reference to the definitive James River Group Holdings, Inc.

3 unchanged sentences

Number Description

2.1 Stock Purchase Agreement dated November 8, 2023 by and among James River Group Holdings, Ltd.

2.1+ Stock Purchase Agreement dated November 8, 2023 by and among James River Group Holdings, Inc.

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.

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.

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.

3.1 Certificate of Incorporation of James River Group Holdings, Inc.

(incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on November 7, 2025, Commission File No.

3.2 Certificate of Designations of 7% Series A Perpetual Cumulative Convertible Preferred Shares of James River Group Holdings, Inc.

(incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on November 7, 2025, Commission File No.

3.3 By-laws of James River Group Holdings, Inc.

(incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed on November 7, 2025, Commission File No.

4.1+ Indenture, dated as of May 26, 2004, by and between James River Group, Inc.

11 unchanged sentences

4.9+ 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

Number Description

4.10+ 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

3 unchanged sentences

4.13+ 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.

4.14+ Indenture, dated as of January 10, 2008, among James River Group Holdings, Inc.

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.

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.

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.

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.

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.

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) *

4.15+ Amended and Restated Declaration of Trust, dated as of January 10, 2008, by and among James River Group Holdings, Inc., 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

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.

4.16+ Guarantee Agreement, dated as of January 10, 2008, by and among James River Group Holdings, 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 Franklin Holdings II (Bermuda) Capital Trust I

4.17 Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934

10.1+ Credit Agreement, dated as of June 12, 2025, by and among James River Group Holdings, Inc., 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 to the Current Report on Form 8-K filed on June 13, 2025, Commission File No.

10.2 Continuing Guaranty of Payment, dated as of June 12, 2025, by James River Group, Inc., as Guarantor, pursuant to Credit Agreement dated as of June 12, 2025, among James River Group Holdings, Inc., 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 10.3 to the Current Report on Form 8-K filed on June 13, 2025, Commission File No.

10.3 Form of Director and Officer Indemnification Agreement for James River Group Holdings, Inc.

(incorporated by reference to Exhibit 10.4 to Post-Effective Amendment No.

1 to Form S-4, Registration No.

333-289276, filed on November 10, 2025, Commission File No.

10.4* James River Group Holdings, Inc.

2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 of Amendment No.

1 unchanged sentence

333-199958, filed with the Commission on November 24, 2014)

10.11 Amendment to the James River Group Holdings, Ltd.

10.5* Amendment to the James River Group Holdings, Inc.

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.

10.12 Second Amendment to the James River Group Holdings, Ltd.

10.6* Second Amendment to the James River Group Holdings, Inc.

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.

10.13 Third Amendment to the James River Group Holdings, Ltd.

10.7* Third Amendment to the James River Group Holdings, Inc.

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.

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.

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.

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.

10.20 James River Group Holdings, Ltd.

10.8* Fourth Amendment to the James River Group Holdings, Inc.

2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 24, 2025;

Commission File No.

10.9* Fifth Amendment to the James River Group Holdings, Inc.

2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of Post-Effective Amendment No.

1 to the Registration Statement on Form S-8, Registration Nos.

333-200995, 333-217743, 333-231200, 333-268114, 333-283157, 333-283159, 333-291251, and 333-291252, filed with the Commission on November 10, 2025)

10.10* Form of Performance Restricted Share Unit Agreement (James River Group Holdings, Inc.

2014 Long-Term Incentive Plan)

10.11* Form of Service-Based Restricted Share Unit Agreement (James River Group Holdings, Inc.

2014 Long-Term Incentive Plan)

10.12* James River Group Holdings, Inc.

Short-Term Incentive Plan, as amended on April 24, 2025

10.13* James River Group Holdings, Inc.

2014 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.15 of Amendment No.

2 unchanged sentences

10.14* 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.

10.22 Second Amendment to the James River Group Holdings, Ltd.

10.15* Second Amendment to the James River Group Holdings, Inc.

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.

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;

10.16* Third Amendment to the James River Group Holdings, Inc.

2014 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on October 24, 2025;

Commission File No.

10.26 Amended and Restated Employment Agreement, dated as of July 30, 2024, by and between Frank D’Orazio, James River Group Holdings, Ltd.

10.17* Fourth Amendment to the James River Group Holdings, Inc.

2014 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.1 of Post-Effective Amendment No.

1 to the Registration Statement on Form S-8, Registration Nos.

333-200995, 333-217743, 333-231200, 333-268114, 333-283157, 333-283159, 333-291251, and 333-291252, filed with the Commission on November 10, 2025)

Number Description

10.18* Form of Restricted Share Unit Award Agreement (James River Group Holdings, Inc., 2014 Non-Employee Director Incentive Plan)

10.19* Amended and Restated Employment Agreement, dated as of July 30, 2024, by and between Frank D’Orazio, James River Group Holdings, Inc.

and James River Group Inc.

1 unchanged sentence

Commission File No.

10.27 Employment Agreement, dated December 19, 2016, by and among James River Group Holdings, Ltd., James River Group, Inc., and Sarah C.

10.20* Employment Agreement, dated December 19, 2016, by and among James River Group Holdings, Inc., 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.

Number Description

10.21* 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.

Doran and James River Group Holdings, Inc., 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.

1 unchanged sentence

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.

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.

10.31 Investment Agreement, dated February 24, 2022, by and between James River Group Holdings, Ltd.

10.23* Amendment to 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 10.3 to the Quarterly Report on Form 10-Q filed on August 5, 2025, Commission File No.

10.24* Amendment dated August 11, 2025 to 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 10.1 of the Current Report on Form 8-K filed on August 14, 2025, Commission File No.

10.25* Amended and Restated Employment Agreement, dated December 10, 2025, by and between Michael Hoffmann and James River Group Holdings, Inc.

10.26 Investment Agreement, dated February 24, 2022, by and between James River Group Holdings, Inc.

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;

1 unchanged sentence

10.27 Amendment No.

1 to Investment Agreement, dated March 1, 2022, by and between James River Group Holdings, Ltd.

1 to Investment Agreement, dated March 1, 2022, by and between James River Group Holdings, Inc.

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.

10.33 First Amendment to Investment Agreement, dated November 11, 2024, by and between James River Group Holdings, Ltd.

10.28 First Amendment to Investment Agreement, dated November 11, 2024, by and between James River Group Holdings, Inc.

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.

10.34 Registration Rights Agreement, dated March 1, 2022, by and between James River Group Holdings, Ltd.

10.29 Registration Rights Agreement, dated March 1, 2022, by and between James River Group Holdings, Inc.

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.

10.35 First Amendment to the Registration Rights Agreement, dated as of November 11, 2024, by and among James River Group Holdings, Ltd.

10.30 First Amendment to the Registration Rights Agreement, dated as of November 11, 2024, by and among James River Group Holdings, Inc.

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;

7 unchanged sentences

Commission File No.

10.39 Subscription Agreement, dated November 11, 2024, by and between James River Group Holdings, Ltd.

10.34 Subscription Agreement, dated November 11, 2024, by and between James River Group Holdings, Inc.

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.

10.40 Registration Rights Agreement, dated December 23, 2024, by and among James River Group Holdings, Ltd.

and Cavello Bay Reinsurance Limited

10.35 Registration Rights Agreement, dated December 23, 2024, by and among James River Group Holdings, Inc.

and Cavello Bay Reinsurance Limited (incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K filed on March 4, 2025, Commission File No.

Number Description

10.36+ 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.

19.1 James River Group Holdings, Ltd.

19.1 James River Group Holdings, Inc.

Insider Trading Policy

Number Description

21.1 List of subsidiaries of James River Group Holdings, Ltd.

21.1 List of subsidiaries of James River Group Holdings, Inc.

23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

3 unchanged sentences

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.

97.1 James River Group Holdings, Inc.

Executive Officer Incentive Compensation Recovery Policy

101.INS Inline XBRL Instance Document

11 unchanged sentences

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.

JAMES RIVER GROUP HOLDINGS, INC.

March 3, 2026

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Brown Director March 3, 2026

Cavaness Director March 3, 2026

/s/ Kirstin M.

3 unchanged sentences

Migliorato Director March 3, 2026

Director March 4, 2025

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

3 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of (Loss) Income and Comprehensive Loss for the Years Ended

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Years Ended

December 31, 2025, 2024 and 2023

8 unchanged sentences

Supplementary Information Concerning Property Casualty Insurance Operations

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of James River Group Holdings, Ltd.

To the Shareholders and the Board of Directors of James River Group Holdings, Inc.

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”).

We have audited the accompanying consolidated balance sheets of James River Group Holdings, Inc.

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income (loss) and comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

17 unchanged sentences

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.

Description of the Matter At December 31, 2025, the incurred but not reported (IBNR) reserves represent a material portion of the Company’s gross reserve for losses and loss adjustment expenses, totaling a balance of $3.099 billion, the majority of which is comprised of the Company’s Excess & Surplus Lines segment.

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 estimate of IBNR relies on key judgments and actuarial assumptions, including initial expected loss ratios, incurred and paid loss development factors, and weighting of actuarial methods by line of business and accident year.

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.

The subjectivity and uncertainty of estimating the IBNR reserve 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 IBNR reserve 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 IBNR reserve.

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.

To test the IBNR reserve, 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 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.

1 unchanged sentence

We have served as the Company’s auditor since 2003.

Charlotte, North Carolina

Atlanta, Georgia

March 3, 2026

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of James River Group Holdings, Ltd.

To the Shareholders and the Board of Directors of James River Group Holdings, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited James River Group Holdings, Ltd.

We have audited James River Group Holdings, Inc.

and subsidiaries’ internal control over financial reporting as of December 31, 2025, 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.

In our opinion, James River Group Holdings, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, 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.

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, 2025 and 2024, the related consolidated statements of income (loss) and comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated March 3, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

15 unchanged sentences

/s/ Ernst & Young LLP

Charlotte, North Carolina

Atlanta, Georgia

March 3, 2026

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

27 unchanged sentences

Other assets 68,567 86,513

Assets held-for-sale (Note 2 - discontinued operations) $ — $ 783,393

Total assets $ 4,859,930 $ 5,007,076

See accompanying notes.

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

10 unchanged sentences

Accrued expenses 31,006 53,178

Income taxes payable 13,572 —

Other liabilities 104,503 182,524

Liabilities held-for-sale (Note 2 - discontinued operations) — 641,497

Total liabilities 4,188,662 4,413,046

2 unchanged sentences

165,000 shares authorized;

112,500 and 150,000 shares issued and outstanding, respectively

112,500 shares issued and outstanding

133,115 133,115

Shareholders’ equity:

Common Shares – 2024 and 2023:

Common stock – 2025 and 2024:

$ 0.0002 par value;

1 unchanged sentence

45,968,584 and 45,644,318 shares issued and outstanding, respectively

Preferred Shares – 2024 and 2023:

Preferred stock – 2025 and 2024:

$ 0.00125 par value;

7 unchanged sentences

See accompanying notes.

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

Consolidated Statements of (Loss) Income and Comprehensive Loss

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

Year Ended December 31,

17 unchanged sentences

Total expenses 637,071 778,746 725,095

(Loss) income from continuing operations before income taxes ( 71,120 ) 86,914 53,272

Income tax (benefit) expense on continuing operations:

Income (loss) from continuing operations before income taxes 50,543 ( 71,120 ) 86,914

Income tax expense (benefit) on continuing operations:

Current 13,821 3,562 31,677

1 unchanged sentence

723 ( 7,634 ) 25,705

Net (loss) income from continuing operations ( 63,486 ) 61,209 34,858

Net income (loss) from continuing operations 49,820 ( 63,486 ) 61,209

Discontinued operations (Note 2):

2 unchanged sentences

Total loss from discontinued operations ( 2,393 ) ( 17,634 ) ( 168,893 )

Net (loss) income ( 81,120 ) ( 107,684 ) 30,973

Net income (loss) 47,427 ( 81,120 ) ( 107,684 )

Dividends on Series A preferred shares ( 7,876 ) ( 37,149 ) ( 10,500 )

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

Net income (loss) available to common shareholders $ 39,551 $ ( 118,269 ) $ ( 118,184 )

Other comprehensive income (loss):

Net unrealized gains (losses), net of taxes of $ 9,372 in 2025, $( 1,668 ) in 2024, and $ 6,384 in 2023

35,256 ( 6,276 ) 99,323

Total comprehensive loss $ ( 87,396 ) $ ( 8,361 ) $ ( 162,049 )

Net (loss) income per common share:

Total comprehensive income (loss) $ 82,683 $ ( 87,396 ) $ ( 8,361 )

Net income (loss) per common share:

Continuing operations $ 0.91 $ ( 2.60 ) $ 1.35

9 unchanged sentences

See accompanying notes.

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

9 unchanged sentences

Balances at December 31, 2022 37,470,237 $ 7 $ — $ 868,858 $ ( 152,055 ) $ ( 163,044 ) $ 553,766

Net income — — — — 30,973 — 30,973

Other comprehensive loss — — — — — ( 193,022 ) ( 193,022 )

Net loss — — — — ( 107,684 ) — ( 107,684 )

Other comprehensive income — — — — — 99,323 99,323

Vesting of RSUs

1 unchanged sentence

Compensation expense under share incentive plans — — — 9,116 — — 9,116

— — — 8,122 — — 8,122

Dividends on Series A preferred shares — — — — ( 10,500 ) — ( 10,500 )

Dividends on common shares — — — — ( 7,615 ) — ( 7,615 )

Dividends on common stock — — — — ( 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 income — — — — — 99,323 99,323

Other comprehensive loss — — — — — ( 6,276 ) ( 6,276 )

Conversion of Series A Preferred Shares to common stock (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 stock 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

— — — 9,116 — — 9,116

Dividends on Series A preferred shares — — — — ( 10,143 ) — ( 10,143 )

Dividends on common shares — — — — ( 7,666 ) — ( 7,666 )

Dividends on common stock — — — — ( 6,234 ) — ( 6,234 )

Balances at December 31, 2024 45,644,318 $ 9 $ — $ 933,311 $ ( 402,408 ) $ ( 69,997 ) $ 460,915

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

Net income — — — — 47,427 — 47,427

Other comprehensive income — — — — — 35,256 35,256

Vesting of RSUs 324,266 — — ( 745 ) — — ( 745 )

Compensation expense under share incentive plans — — — 5,045 — — 5,045

— — — 6,631 — — 6,631

Dividends on Series A preferred shares — — — — ( 7,876 ) — ( 7,876 )

Dividends on common shares — — — — ( 6,234 ) — ( 6,234 )

Dividends on common stock — — — — ( 1,869 ) — ( 1,869 )

Balances at December 31, 2025 45,968,584 $ 9 $ — $ 937,611 $ ( 364,726 ) $ ( 34,741 ) $ 538,153

See accompanying notes.

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

4 unchanged sentences

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:

Net income (loss) $ 47,427 $ ( 81,120 ) $ ( 107,684 )

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Deferred policy acquisition costs ( 66,552 ) ( 65,580 ) ( 73,333 )

27 unchanged sentences

Purchases ( 8,488 ) ( 11,319 ) ( 11,869 )

Sales 56,852 12,625 17,214

Sales and redemptions 22,438 56,852 12,625

Bank loan participations:

9 unchanged sentences

Purchases of property and equipment ( 4,801 ) ( 4,890 ) ( 6,434 )

Net cash provided by (used in) investing activities 307,032 16,732 ( 328,154 )

Net cash (used in) provided by investing activities ( 116,044 ) 307,032 16,732

Financing activities

Senior debt issuances 25,000 — —

Senior debt repayments — ( 21,500 ) —

Issuance of Series A preferred shares (Note 12) — — 144,898

Enstar common share investment (Note 13) 12,500 — —

Enstar common stock investment (Note 13) — 12,500 —

Payroll taxes withheld and remitted on net settlement of RSUs ( 745 ) ( 847 ) ( 1,734 )

Dividends on Series A preferred shares ( 7,876 ) ( 12,768 ) ( 10,500 )

Dividends on common shares ( 6,231 ) ( 7,746 ) ( 7,798 )

Dividends on common stock ( 1,998 ) ( 6,231 ) ( 7,746 )

Payment of debt issuance costs ( 1,179 ) — ( 1,135 )

Net cash (used in) provided by financing activities ( 28,846 ) ( 21,115 ) 89,671

Net cash provided by (used in) financing activities 13,202 ( 28,846 ) ( 21,115 )

Change in cash, cash equivalents, and restricted cash equivalents ( 121,628 ) 31,101 83,570

1 unchanged sentence

Cash, cash equivalents, and restricted cash equivalents at end of year $ 269,422 $ 391,050 $ 359,949

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

4 unchanged sentences

Supplemental information

federal income taxes paid (refunded), net $ 25,104 $ 45,330 $ ( 3,470 )

federal income taxes (refunded) paid, net $ ( 21,781 ) $ 25,104 $ 45,330

state income taxes paid $ 289 $ 546 $ 367

Interest paid $ 25,689 $ 28,740 $ 30,697

2 unchanged sentences

Change in restricted cash equivalents $ ( 20,224 ) $ ( 43,744 ) $ ( 30,766 )

(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.

(a) Cash provided by (used in) operating activities for the years ended December 31, 2025, 2024, and 2023 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.

1 unchanged sentence

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.

Excluding the restricted cash activity above, cash provided by (used in) operating activities was $ 1.4 million, $( 203.3 ) million, and $ 118.7 million for the years ended December 31, 2025, 2024, and 2023, 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.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

2 unchanged sentences

Accounting Policies

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.

James River Group Holdings, Inc.

(referred to as “JRG Holdings” or, with its subsidiaries, the “Company”) is a Delaware holding company 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.

1 unchanged sentence

James River Group oversees the Company’s U.S.

insurance operations and maintains all of the outstanding debt in the U.S.

insurance operations.

• 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.

Falls Lake National primarily writes specialty admitted fronting and program business.

The Company previously owned JRG Reinsurance Company Ltd.

3 unchanged sentences

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.

See Discontinued Operations below and Note 2 for additional disclosure.

Basis of Presentation and Principles of Consolidation

1 unchanged sentence

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

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.

The Company determined that the sale of JRG Re, which closed on April 16, 2024, represented a strategic shift that had a major effect on the Company's operations.

Accordingly, the results of JRG Re's operations have been presented as discontinued operations for all periods presented in this Annual Report on Form 10-K.

See Note 2 for additional disclosure.

2 unchanged sentences

Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates.

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

3 unchanged sentences

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.

To the extent that the estimated lives of

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

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.

12 unchanged sentences

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.

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 Income (Loss) and Comprehensive Income (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.

8 unchanged sentences

Other invested assets at December 31, 2025 and 2024 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.

The investments are primarily focused in structured private credit, renewable energy, and limited partnerships.

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.

James River Group Holdings, Ltd.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2024, 2023, and 2022

Short-Term Investments

3 unchanged sentences

The Company considers highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

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

7 unchanged sentences

The allowance for credit losses was $ 19.7 million and $ 22.3 million at December 31, 2025 and 2024, 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.

Credit loss expense was $ 442,000 for the year ended December 31, 2025, $ 6.9 million for the year ended December 31, 2024, and $ 2.8 million for the year ended December 31, 2023.

Receivables written off against the allowance for credit losses totaled $ 3.0 million for the year ended December 31, 2025, $ 2.5 million for the year ended December 31, 2024, and $ 1.2 million for the year ended December 31, 2023.

13 unchanged sentences

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.

The allowance for credit losses on reinsurance recoverables at December 31, 2025 and 2024 was $ 1.6 million and $ 1.2 million, respectively.

Other amounts payable to reinsurers or receivable from reinsurers are netted where the right of offset exists.

1 unchanged sentence

The ceding commissions are recorded as a reduction of other operating expenses.

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.

3 unchanged sentences

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.

These reinsurance contracts may also contain provisions that adjust premiums or acquisition expenses based upon the

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

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 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.

Other income is principally comprised of broker incentive income in the Excess and Surplus Lines segment ($ 3.3 million, $ 5.4 million, and $ 1.3 million for the years ended December 31, 2025, 2024, and 2023, respectively) and fee income in the Specialty Admitted Insurance segment earned on policies for which the segment has no exposure to underwriting risk.

Fee income of $ 2.4 million, $ 4.6 million, and $ 5.3 million is included in other income for the years ended December 31, 2025, 2024, and 2023, respectively.

1 unchanged sentence

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.

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.

21 unchanged sentences

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

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.

If the carrying value exceeds the fair value, the intangible asset 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.

2 unchanged sentences

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.

That assessment is based on the carrying

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

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.

20 unchanged sentences

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

James River Group Holdings, Ltd.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2024, 2023, and 2022

expected reporting patterns.

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 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.

2 unchanged sentences

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.

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 for losses that have already occurred ("retroactive"), as defined in the respective agreements, to an assuming reinsurer in exchange for a reinsurance premium.

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

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).

The Company expenses the fair value of stock equity awards over the vesting period of the award on a straight-line basis.

Compensation cost for performance restricted stock units (“PRSU”) is based upon the probable outcome of performance conditions.

The Black-Scholes-Merton option pricing model is used to value 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.

Share based compensation expense is reflected in “other operating expenses” in the accompanying consolidated statements of income (loss) and comprehensive income (loss).

Variable Interest Entities

11 unchanged sentences

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.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

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.

The following represents a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per common share computations contained in the consolidated financial statements.

Year Ended December 31,

1 unchanged sentence

(in thousands, except share and per share amounts)

Net (loss) income from continuing operations $ ( 63,486 ) $ 61,209 $ 34,858

Net income (loss) from continuing operations $ 49,820 $ ( 63,486 ) $ 61,209

Dividends on Series A preferred shares ( 7,876 ) ( 37,149 ) ( 10,500 )

(Loss) income from continuing operations available to common shareholders $ ( 100,635 ) $ 50,709 $ 26,108

Income (loss) from continuing operations available to common shareholders $ 41,944 $ ( 100,635 ) $ 50,709

Loss from discontinued operations ( 2,393 ) ( 17,634 ) ( 168,893 )

Net (loss) income available to common shareholders $ ( 118,269 ) $ ( 118,184 ) $ 22,223

Net income (loss) available to common shareholders $ 39,551 $ ( 118,269 ) $ ( 118,184 )

Weighted average common shares outstanding:

2 unchanged sentences

Diluted 60,013,622 38,685,003 37,810,440

Net (loss) income per common share:

Net income (loss) per common share:

Continuing operations $ 0.91 $ ( 2.60 ) $ 1.35

4 unchanged sentences

$ 0.79 $ ( 3.06 ) $ ( 3.13 )

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.

For the year ended December 31, 2025, all potential common shares were dilutive and included in the calculation of diluted earnings (loss) per common share.

For the years ended December 31, 2024, and 2023, potential common shares of 7,886,906 , and 5,722,915 , respectively, were excluded from the calculation of diluted earnings (loss) per common share as their effects were anti-dilutive.

The Company amended the Series A Preferred Shares on November 11, 2024, which, among other things, reduced the voluntary conversion price (see Note 12).

The lower conversion price results in a higher number of potential shares of common stock under an assumed conversion when the Series A Preferred Shares are determined to be dilutive in the earnings per share calculation.

In applying the if-converted method in the calculation of diluted earnings per share from continuing operations when the Series A Preferred Shares are dilutive, the dividends on the Series A Preferred Shares are added back to income from continuing operations available to common shareholders in the numerator of the calculation and the additional shares of common stock from an assumed conversion of the Series A Preferred Shares are added in the denominator of the calculation.

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):

1 unchanged sentence

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

James River Group Holdings, Ltd.

The Company adopted the new standard effective with this Form 10-K by providing additional disclosures in Note 15.

The new standard did not have a material impact on the Company's financial statements.

No other accounting standards were adopted during the year ended December 31, 2025 that had a material impact on our financial statements.

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

and interim periods beginning after December 15, 2027, although early adoption is permitted.

Prospective Accounting Standards

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 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.

The guidance in ASU 2025-06, Intangibles-Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal -Use Software removes the concept of project stages and requires the capitalization of software costs when management has committed to funding the software project and it is probable that the project will be completed.

This ASU is effective for fiscal years beginning after December 15, 2027, but early adoption is permitted as of the beginning of an annual reporting period.

The Company is evaluating the impact of adopting this new guidance, but does not expect that the standard will have a material impact on our 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, 2025 .

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.

Pursuant to the Stock Purchase Agreement, and on the terms and subject to the conditions therein, Fleming 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.

Pursuant to the terms of the Stock Purchase Agreement, the aggregate consideration 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 Fleming 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.

The estimated balance sheet was subject to final post-closing adjustments, which resulted in the downward adjustment to the cash portion of the Closing Date Purchase Price discussed below.

As required by the Stock Purchase Agreement, the Company and Fleming engaged in a post-closing purchase price true-up process.

The Company agreed with an initial $ 11.4 million downward adjustment to the Closing Date Purchase Price due to investment portfolio valuation losses from JRG Re’s operations between the date of the balance sheet used to produce the estimated closing statement and the date of closing, which downward adjustment was paid to Fleming on October 18, 2024.

On April 18, 2025, the independent accounting firm appointed by the parties issued its final determination, concluding the post-closing purchase price true-up process.

Pursuant to this final determination, the Company paid $ 522,789 to Fleming on April 29, 2025 comprised of a $ 483,625 final downward adjustment to the Closing Date Purchase Price and interest due according to the terms of the Stock Purchase Agreement.

The Company determined that the sale of JRG Re represented a strategic shift that had a major effect on its operations.

Accordingly, the results of JRG Re's operations have been presented as discontinued operations for all periods presented in this Annual Report on Form 10-K.

The $ 139.0 million pre-closing dividend was completed in the first quarter of 2024.

It included the forgiveness of $ 133.2 million owed from JRG Holdings to JRG Re and $ 5.8 million paid in cash to JRG Holdings.

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.

At December 31, 2024, the estimated loss on sale was revised to $ 78.3 million.

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.

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:

(in thousands)

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

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

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

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.

For the year ended December 31, 2025, the loss on disposal of $ 2.4 million includes the $ 522,789 downward adjustment to the Closing Date Purchase Price plus interest and $ 1.9 million of additional selling costs incurred by the Company related to the sale of JRG Re.

The operating results of JRG Re reported in discontinued operations were as follows:

9 unchanged sentences

Net realized and unrealized (losses) gains on investments — ( 9,472 ) ( 53,693 )

Other income — — 430

Total revenues — 5,345 64,754

15 unchanged sentences

Interest paid by discontinued operations $ — $ 1,388 $ 3,951

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

37 unchanged sentences

Actual maturities may differ for some securities because borrowers have the right to call or prepay obligations with or without penalties.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

25 unchanged sentences

At December 31, 2025, 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.

10 unchanged sentences

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.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

6 unchanged sentences

Investment income on bank loan participations included in net investment income was $ 12.8 million, $ 17.0 million, $ 12.0 million during the years ended December 31, 2025, 2024, and 2023, 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.

Net realized and unrealized gains (losses) on investments includes gains of $ 777,000 , losses of $ 620,000 , and gains of $ 9.0 million related to changes in unrealized gains and losses on bank loan participations for the years ended December 31, 2025, 2024, and 2023, respectively.

Management concluded that $ 203,000 , $ 3.3 million, and $ 397,000 of the net realized and unrealized gains (losses) were due to credit-related impairments for the years ended December 31, 2025, 2024, and 2023, respectively.

24 unchanged sentences

Net investment income $ 83,440 $ 93,089 $ 84,046

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

26 unchanged sentences

The change in the Company’s available-for-sale fixed maturity gross unrealized net losses was $ 44.6 million, $( 7.9 ) million and $ 30.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

2 unchanged sentences

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.

These investments, which together comprise the Company’s other invested assets, are primarily focused in structured private credit, renewable energy, and limited partnerships.

Carrying Value Investment Income

29 unchanged sentences

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.

The Company received proceeds of $ 3.6 million, comprised 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, 2023.

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.

James River Group Holdings, Ltd.

The Company received cash distributions from all renewable energy investments totaling $ 48,000 and $ 439,000 for the years ended December 31, 2025 and 2024, respectively.

(b) The Company's Excess and Surplus Lines and Corporate and Other segments invested in two notes receivable for renewable energy projects.

Interest on the notes was fixed at 12 %.

During the year ended December 31, 2024 , the Company received final 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.

(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

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

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 %.

partnerships is recognized under the equity method of accounting.

During the year ended December 31, 2025, the Company redeemed its investment in one of the limited partnerships for $ 5.9 million in proceeds.

At December 31, 2025, the Company’s Excess and Surplus Lines segment has outstanding commitments to invest another $ 11.7 million in these limited partnerships.

(d) The Company's Excess and Surplus Lines segment holds ten notes receivable for structured private credit.

Interest on two notes maturing in 2031 is fixed at 4.25 % and 5.25 %.

Interest on two notes maturing in 2035 is fixed at 6.50 % and 8.00 %.

Interest on three notes maturing in 2035 is fixed at 6.00 %, 7.00 %, and 8.00 %.

Interest on three notes maturing in 2064 is fixed at 6.79 %, 8.04 %, and 9.04 %.

At December 31, 2025, the Company's Excess and Surplus Lines segment has outstanding commitments to invest another $ 80.7 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.

On April 10, 2025, the Company entered into an investment agreement with Sixth Street, the parent of Enstar Group Limited (“Enstar”).

Pursuant to the agreement, the Company's Excess and Surplus Lines segment has invested $ 784,000 and $ 10.5 million within limited partnerships and collateralized notes receivable for structured private credit, respectively, at December 31, 2025.

During the year ended December 31, 2025, the Company earned investment income of $ 498,000 from the investment and has outstanding commitments to invest another $ 63.5 million in the investment at December 31, 2025.

At December 31, 2025 and 2024 cash and investments with fair values of $ 73.8 million and $ 76.6 million, respectively, were on deposit with state insurance departments to satisfy regulatory requirements.

Deferred Policy Acquisition Costs

25 unchanged sentences

There were no additional impairments recognized in 2025, 2024, or 2023.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

27 unchanged sentences

Specialty Admitted Insurance

Trademarks — — — —

Insurance licenses and authorities 4,065 — — 4,065

1 unchanged sentence

Total identifiable intangible assets $ 32,450 $ ( 363 ) $ — $ 32,087

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

12 unchanged sentences

Specialty Admitted Insurance

Trademarks 2,500 — ( 2,500 ) —

Insurance licenses and authorities 4,065 — — 4,065

18 unchanged sentences

Lease liabilities and right-of-use assets are included in other liabilities and other assets , respectively, on the Company's consolidated balance sheets.

James River Group Holdings, Ltd.

At December 31, 2025, lease liabilities and right-of-use assets associated with the Company's operating leases were $ 7.0 million and $ 6.8 million, respectively ($ 5.6 million and $ 5.3 million at December 31, 2024, respectively).

The weighted-

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

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.

average discount rate and weighted average remaining lease term for operating leases was 4.9 % and 4.2 years, respectively, as of December 31, 2025.

The table below summarizes maturities of the Company’s operating lease liabilities as of December 31, 2025, which reconciles to total lease liabilities included in other liabilities on the Company’s consolidated balance sheets:

Years ending December 31, (in thousands)

Thereafter 88

Total lease payments 7,791

5 unchanged sentences

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.

Operating lease costs are included in other operating expenses in the Company's consolidated statements of income (loss) and comprehensive income (loss).

Reserve for Losses and Loss Adjustment Expenses

13 unchanged sentences

As a result, the Company relies heavily on the initial expected loss ratio in estimating reserves for the current accident year.

James River Group Holdings, Ltd.

The 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.

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

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.

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.

1 unchanged sentence

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.

Reinsurance recoverables on unpaid losses and loss adjustment expenses are presented gross of an allowance for credit losses on reinsurance balances of $ 1.6 million, $ 1.2 million, and $ 660,000 at December 31, 2025, 2024, and 2023, respectively.

Year Ended December 31,

16 unchanged sentences

Reserve for losses and loss adjustment expenses gross of reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period $ 3,099,418 $ 3,084,406 $ 2,606,107

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).

The foregoing reconciliation shows that $ 1.5 million of net favorable development was experienced in 2025 on the reserve for losses and loss adjustment expenses held at December 31, 2024 (excluding adverse prior year development subject to deferral under retroactive reinsurance accounting - see Loss Portfolio Transfers and Adverse Development Covers below).

This net favorable reserve development included $ 5.0 million of net favorable development in the Excess and Surplus Lines segment and $ 3.5 million of net adverse development in the Specialty Admitted Insurance segment.

The $ 5.0 million of net favorable development in the Excess and Surplus Lines segment is net of $ 51.4 million ceded to the E&S Top Up ADC.

The E&S Top Up ADC is not in a gain position, thus it is not subject to retroactive reinsurance accounting and there are no deferrals related to the E&S Top Up ADC in 2025.

Accordingly, all cessions to the E&S Top Up ADC in 2025 reduce net incurred losses and loss adjustment expenses.

Additionally, the net favorable development excludes $ 27.2 million of adverse development ceded to the Commercial Auto LPT and E&S ADC that was deferred under retroactive reinsurance accounting.

The $ 27.2 million is included in net incurred losses and loss adjustment expenses on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

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 deferral under 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

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

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

11 unchanged sentences

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.

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, and (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.

Additional adverse development of $ 35.0 million (net of the Company's 15% retention) recognized on the subject business of the E&S ADC in the year ended December 31, 2025 exhausted the remaining limit of the E&S ADC.

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).

On November 11, 2024, Enstar, through its subsidiary Cavello Bay Reinsurance Limited (“Cavello Bay”), 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 and 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.

1 unchanged sentence

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.

In 2025, $ 51.4 million of adverse development was ceded to the E&S Top Up ADC, reducing the aggregate limit remaining on the E&S Top Up ADC to $ 23.6 million at December 31, 2025.

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

James River Group Holdings, Ltd.

Gains are deferred under retroactive reinsurance accounting and recognized in

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

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.

earnings in proportion to actual paid recoveries under the agreements using the recovery method.

While the deferral of gains can introduce volatility in the Company's operating results in the short-term, over the life of the contract, we would expect no economic impact to the Company as long as the counterparty performs under the contract.

The impact of retroactive reinsurance accounting is not indicative of the Company's 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, 2025, 2024, and 2023.

The E&S Top Up ADC was not subject to retroactive reinsurance accounting as it was not in a gain position as of December 31, 2025.

Year Ended December 31,

3 unchanged sentences

Deferred retroactive reinsurance gain at beginning of period $ 9,222 $ 20,733 $ 15,742

Adverse prior year development on subject business 3,051 64,403 46,697

(Favorable) adverse prior year development on subject business ( 7,848 ) 3,051 64,403

Retroactive reinsurance benefits under the recovery method 1,553 ( 14,562 ) ( 59,412 )

8 unchanged sentences

Deferred retroactive reinsurance gain at end of period $ 86,720 $ 57,970 $ 20,733

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

3 unchanged sentences

(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 tables present incurred and paid losses for accident years 2016-2025 before cessions to retrospective reinsurance contracts including the Commercial Auto LPT, the E&S ADC, and the E&S Top Up ADC.

The impact of the Commercial Auto LPT and the E&S ADC is reflected in the reconciliation at the bottom of the paid losses and loss adjustment expense tables for "Excess and Surplus Lines - Excluding Commercial Auto" and "Excess and Surplus Lines - Commercial Auto" to arrive at total outstanding losses and loss adjustment expenses, net of reinsurance.

The information provided herein about incurred and paid accident year claims development for the years ended December 31, 2024 and prior is presented as “unaudited” supplementary information.

24 unchanged sentences

Total $ 1,390,402

Total outstanding losses and loss adjustment expenses, net of reinsurance before E&S ADC $ 1,243,864

Total outstanding losses and loss adjustment expenses, net of reinsurance before E&S ADC and E&S Top Up ADC $ 1,332,506

Reinsurance recoverable for E&S ADC $ 434,562

1 unchanged sentence

Total outstanding losses and loss adjustment expenses, net of reinsurance $ 914,226

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

26 unchanged sentences

Total $ 1,386,584

Total outstanding losses and loss adjustment expenses, net of reinsurance before Commercial Auto LPT $ 85,047

Total outstanding losses and loss adjustment expenses, net of reinsurance before Commercial Auto LPT and E&S ADC $ 59,531

Reinsurance recoverable for Commercial Auto LPT $ 11,520

Reinsurance recoverable for E&S ADC $ 12,653

Reinsurance recoverable for E&S ADC and E&S Top Up ADC $ 13,868

All outstanding losses and loss adjustment expenses prior to 2016, net of reinsurance ( 0 claims outstanding)

Total outstanding losses and loss adjustment expenses, net of reinsurance $ 34,256

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

29 unchanged sentences

Total outstanding losses and loss adjustment expenses, net of reinsurance $ 10,217

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

26 unchanged sentences

Total $ 250,869

All outstanding losses and loss adjustment expenses prior to 2015, net of reinsurance ( 1 claim outstanding)

All outstanding losses and loss adjustment expenses prior to 2016, net of reinsurance ( 2 claims outstanding)

Outstanding losses and loss adjustment expenses, assumed from involuntary pools $ 1,864

Total outstanding losses and loss adjustment expenses, net of reinsurance $ 113,000

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

36 unchanged sentences

2025 351,985 328,296 328,296 2,105

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

31 unchanged sentences

2025 276 275 —

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

29 unchanged sentences

At December 31, 2025, prepaid reinsurance premiums ceded to the three reinsurers with the largest amount of prepaid reinsurance premiums totaled $ 24.0 million, $ 20.2 million, and $ 15.7 million, representing 29.4 % of the total balance.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

20 unchanged sentences

Net $ 427,204 $ 554,374 $ 500,157

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.

James River Group Holdings, Ltd.

On June 12, 2025, the Company entered into a Credit Agreement (the “Credit Agreement”).

The Credit Agreement replaced the Company’s Previous Credit Agreement, which provided for a $ 212.5 million unsecured revolving credit facility and a $ 45.0 million secured revolving credit facility.

The Credit Agreement provides for a $ 212.5 million unsecured revolving credit facility available for general corporate purposes and matures on June 12, 2028.

Following the sale of JRG Re, the Company no longer had a need for the secured revolving credit facility provided by the Previous Credit Agreement.

The interest rates applicable to the loans under the Credit Agreement are generally based on the Secured Overnight Financing Rate (“SOFR”) plus a specified margin ( 2.75 % at December 31, 2025) based on the Company’s Leverage Ratio (as defined in the Credit Agreement).

In addition, the Company will pay an unused facility fee on each lender’s commitment ( 0.3 % at December 31, 2025) .

At December 31, 2025, the Company had a drawn balance of $ 210.8 million outstanding under the Credit Agreement, including $ 25.0 million previously borrowed on January 27, 2025 under the Previous Credit Agreement which was contributed to our regulated insurance entities.

The 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 new financial institutions (with the consent of the Administrative Agent) provide it with increases in the credit facility of up to an aggregate of $ 30.0 million , subject to satisfaction of certain conditions.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default.

The Credit Agreement also includes financial covenants, including a maximum leverage ratio and minimum consolidated net worth, risk-based capital ratio and financial strength rating requirements with which the Company was in compliance at December 31, 2025 .

In connection with the Credit Agreement, James River Group entered into a Continuing Guaranty of Payment dated June 12, 2025 pursuant to which James River Group guarantees the payment and performance of the Company’s obligations under the Credit Agreement and other loan documents.

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

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

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 %.

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.

14 unchanged sentences

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.

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, 2025 (including the Company’s repurchases of a portion of these trust preferred securities):

26 unchanged sentences

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.

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

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, 2025.

1 unchanged sentence

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 %.

The Company has 112,500 7 % Series A Perpetual Cumulative Convertible Preferred Shares, par value $ 0.00125 per share (the “Series A Preferred Shares”) outstanding as of December 31, 2025 and December 31, 2024.

The Series A Preferred Shares were issued on March 1, 2022 and are held by GPC Partners Investments (Thames) LP (“GPC Partners”), an affiliate of Gallatin Point Capital LLC.

The Series A Preferred Shares rank senior to our common stock 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 stock immediately before such liquidation, dissolution or winding up.

Holders of the Series A Preferred Shares are entitled to a dividend at the rate of 7 % of the Liquidation Preference per annum, paid in cash, in-kind in common stock or in Series A Preferred Shares, at the Company’s election.

On October 1, 2029, and each five-year anniversary thereafter, the dividend rate will reset to a rate equal to the five-year U.S.

treasury rate plus 5.2 %, subject to a cap of 8.0 %.

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.

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.

Cash dividends of $ 7.9 million, $ 10.1 million, and $ 10.5 million were declared on the Series A Preferred Shares in the years ended December 31, 2025, 2024, and 2023, respectively.

The Series A Preferred Shares are convertible at the option of the holders thereof at any time into common stock at a conversion price of $ 8.32 , making the Series A Preferred Shares convertible into 13,521,634 shares of common stock.

The conversion price is subject to customary anti-dilution adjustments, including cash dividends on the common stock above specified levels.

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.

If the Company pays 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, 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 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 insurance subsidiaries satisfy certain capital requirements.

Share dividends payable on the common stock to the Company's shareholders also trigger a reduction of the conversion price applicable to the Series A Preferred Shares.

None of the triggers that would result in adjustments to the conversion price have been met at December 31, 2025.

If at any time the volume-weighted average price (“VWAP”) per share of common stock is greater than 200 % 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 stock.

In the case of a Mandatory Conversion, each Series A Preferred Share then outstanding will be converted into (i) the number of shares of common stock 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 March 1, 2027, all dividends that would have accrued from the date of the Mandatory Conversion to the later of March 1, 2027 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 stock, valued at the average of the daily VWAP of the Company’s common stock during the five (5) trading days immediately preceding the 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

James River Group Holdings, Ltd.

Upon the occurrence of a Fundamental Change (as defined in the Certificate of Designations), 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 stock, 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

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

shareholders.

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.

Fundamental Change repurchase occurs prior to March 1, 2027, all dividends that would have accrued up to such date, 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 are classified as mezzanine equity in the Company's consolidated balance sheets and recognized at their determined fair value of $ 133.1 million.

The Series A Preferred Shares were valued using a lattice method commonly applied to value preferred shares.

The Series A Preferred Shares are classified as Level 3 in the valuation hierarchy due to the presence of significant unobservable inputs.

The Certificate of Designations limits 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.

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 designated Matthew Botein as the Series A Designee, and Mr.

Botein was approved by the Board as a director with a term that expired at the 2024 annual general meeting of the Company’s shareholders.

Botein was re-elected as a director at each of the 2024 and 2025 annual meeting of shareholders for a term expiring at the following year's annual meeting.

2024 Amendment

The Series A Preferred Shares were originally issued to GPC Partners for an aggregate purchase price of $ 150.0 million, or $ 1,000 per share, in a private placement that closed on March 1, 2022.

On November 11, 2024, the Company amended the Certificate of Designations held by GPC Partners to, among other things, convert $ 37.5 million of the outstanding Series A Preferred Shares to common stock at a per share price of $ 6.40 .

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.

1 unchanged sentence

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 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 stock issued through conversion of Series A Preferred Shares in the 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.

1 unchanged sentence

Shareholders' Equity

The Company has 200,000,000 common shares authorized with $ 0.0002 par value per share.

The Company has 200,000,000 shares of common stock authorized with $ 0.0002 par value per share.

The following table presents a rollforward of changes in common shares issued and outstanding.

1 unchanged sentence

Issued and outstanding common shares, beginning of year 45,644,318 37,641,563

Conversion of Series A Preferred Shares to common shares 5,859,375 —

Enstar common share investment 1,953,125 —

Conversion of Series A Preferred Shares to common stock — 5,859,375

Enstar common stock investment — 1,953,125

Vesting of RSU awards 324,266 190,255

1 unchanged sentence

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.

James River Group Holdings, Ltd.

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 was considered a deemed dividend for accounting purposes, resulting in a $ 1.3 million charge to retained deficit.

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

The Board of Directors declared the following cash dividends on common shares in 2024, 2023, and 2022:

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 was considered a deemed contribution for accounting purposes, resulting in a $ 3.4 million increase in additional paid-in-capital.

The Company has 7,632,650 shares of common stock reserved for future issuance upon exercise or vesting of equity awards, as applicable, and 13,521,634 shares of common stock reserved for issuance upon conversion of the Series A Preferred Shares.

The Board of Directors declared the following cash dividends on common stock in 2025, 2024, and 2023:

Declaration Dividend per

4 unchanged sentences

July 24, 2025 $ 0.01 September 15, 2025 September 30, 2025 $ 476

November 9, 2024 $ 0.01 December 16, 2024 December 31, 2024 $ 446

October 23, 2025 $ 0.01 December 15, 2025 December 31, 2025 $ 473

Total $ 0.04 $ 1,902

2 unchanged sentences

July 25, 2024 $ 0.05 September 16, 2024 September 30, 2024 $ 1,938

October 26, 2023 $ 0.05 December 11, 2023 December 29, 2023 $ 1,919

November 9, 2024 $ 0.01 December 16, 2024 December 31, 2024 $ 446

Total $ 0.16 $ 6,263

15 unchanged sentences

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.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

Each PRSU represents a contingent right to receive one Company share of common stock based upon the level of achievement of certain performance metrics during specified three-year fiscal performance periods, with payout for achievement of threshold, target and maximum performance levels set at 50 %, 100 % and 200 % of the target number of PRSUs, respectively.

Initial PRSU awards are granted at the 100 % target performance level.

The Company projects the level of achievement for each award during the relevant performance period and periodically adjusts the number of outstanding awards to reflect the number of awards expected to vest.

The 2014 Director Plan was amended on October 23, 2025, increasing the number of shares available for issuance under the 2014 LTIP by 225,000 shares.

Following the amendment, the maximum number of shares available for issuance under the 2014 Director Plan is 475,000 , and at December 31, 2025, 269,931 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).

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 in the applicable plans), and in the case of the 2014 LTIP for Good Reason (as defined in the applicable plans), at any time following a Change in Control (as defined in the applicable plans).

There were no options granted in 2025, 2024, or 2023.

The following table summarizes the option activity:

11 unchanged sentences

Exercisable, end of year — $ — — $ — 74,390 $ 42.17

There were no options granted in 2024, 2023, or 2022.

The value of the options granted prior to 2023 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.

At December 31, 2025 and 2024, no options remain outstanding.

The options outstanding at December 31, 2023 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.

1 unchanged sentence

No options were exercised during 2025, 2024 or 2023.

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.

The aggregate intrinsic value of options outstanding and options exercisable was $ 0 at December 31, 2023.

The fair value used for calculating intrinsic value was $ 9.24 at December 31, 2023.

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

The following table summarizes RSU activity:

14 unchanged sentences

The holders of RSUs are entitled to dividend equivalents.

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 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 2025, 2024 and 2023 include 620,108 , 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.

In 2025 and 2024, performance adjustments were made to the outstanding PRSUs granted in 2024 and 2023.

Compensation Expense

7 unchanged sentences

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 .

In 2025 and 2024, the Company adjusted the probable outcome of performance conditions for the 2024 and 2023 PRSUs which resulted in net cumulative adjustments to reduce the compensation expense recognized on the awards of $ 104,000 and $ 451,000 , respectively.

At December 31, 2025, the Company had $ 3.8 million of unrecognized share based compensation expense expected to be charged to earnings over a weighted-average period of 1.8 years.

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.

On November 7, 2025, James River Group Holdings, Ltd.

changed its jurisdiction of incorporation from Bermuda to Delaware, and we refer to this change as the “Domestication”.

On the effective date of the Domestication, our common shares issued and outstanding immediately prior to the effective time of the Domestication automatically converted by operation of law into an equivalent number of shares of common stock of James River Group Holdings, Inc., a Delaware corporation.

Subsequent to the Domestication, the Company, along with its U.S.

subsidiaries, are subject to federal, state and local corporate income taxes, and other taxes applicable to U.S.

corporations.

Beginning in 2025, the Company will file a consolidated U.S.

federal income tax return with its U.S.-domiciled subsidiaries.

Prior to the Domestication, James River Group Holdings, Ltd.

was not (and its former Bermuda-based subsidiary, JRG Re, prior to its disposition was not) subject to income or capital tax.

Effective for tax years beginning on or after January 1, 2025, Bermuda 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.

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

A MNE group with a limited international footprint is not an in scope MNE, thus not subject to CIT.

1 unchanged sentence

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.

meets the criteria of the limited international footprint exception, and as such is not 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.

subsidiaries to its previous U.K.

intermediate holding company, James River UK, were generally subject to a 5 % dividend withholding tax.

No distributions occurred in 2025, 2024 or 2023.

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.

4 unchanged sentences

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.

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.

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:

The regulations were finalized in 2019, and the remaining reserve adjustment at December 31, 2019 based on these final regulations was $ 5.7 million recognized over the six years 2020 - 2025 at $ 950,000 per year.

In 2025, the Company recognized a one-time deferred tax benefit of $ 14.1 million associated with the effects of Domestication on the business interest expense deduction.

The one-time tax benefit lowered the effective tax rate in 2025 and is expected to be utilized in future tax years.

The carryforward period for this tax benefit is unlimited and does not expire.

The expected income tax provision computed from pre-tax income has been calculated as the sum of the pre-tax income in each jurisdiction multiplied by the applicable U.S.

Federal statutory tax rate of 21%.

income (loss) before income taxes was $ 64.8 million, $( 40.0 ) million, and $ 119.9 million for the years ending December 31, 2025, 2024, and 2023, respectively.

The total income tax provision included U.S.

federal income taxes of $ 44,000 , $( 7.7 ) million, and $ 25.3 million and state income taxes of $ 679,000 , $ 145,000 , and $ 400,000 for the years ending December 31, 2025, 2024, and 2023, respectively.

Foreign income (loss) before income taxes was $( 14.3 ) million, $( 31.1 ) million and $( 33.0 ) million in 2025, 2024 and 2023, respectively.

The Company was not subject to tax on its foreign sourced income and no tax was included in the total income tax provision.

A reconciliation of the difference between the Company’s total income tax provision and the expected tax provision using the U.S.

Federal statutory tax rate of 21% is as follows:

Year Ended December 31,

2025 2024 2023

(in thousands)

Federal income tax expense (benefit) at applicable statutory rates $ ( 8,435 ) $ 25,175 $ 18,041

(Amounts in thousands) Amount % Amount % Amount %

Federal income tax expense (benefit) at statutory rate $ 10,614 21.0 % $ ( 14,935 ) 21.0 % $ 18,252 21.0 %

state and local income tax expense 536 1.1 % 115 ( 0.2 ) % 316 0.4 %

Bermuda and U.S.

statutory tax rate difference 3,004 5.9 % 6,531 ( 9.2 ) % 6,923 8.0 %

Research and development tax credits ( 272 ) ( 0.5 ) % ( 267 ) 0.4 % ( 936 ) ( 1.1 ) %

Tax-exempt investment income ( 218 ) ( 0.4 ) % ( 216 ) 0.3 % ( 230 ) ( 0.3 ) %

Dividends received deduction ( 325 ) ( 0.6 ) % ( 461 ) 0.7 % ( 386 ) ( 0.4 ) %

Excess tax expense (benefits) on share based compensation 740 449 530

Excess tax expense on share based compensation 984 1.9 % 740 ( 1.0 ) % 449 0.5 %

Provision to return and amended tax returns 21 — % 393 ( 0.6 ) % 725 0.8 %

Excess §162(m) compensation 312 0.6 % 399 ( 0.6 ) % 522 0.6 %

Business interest expense from Domestication ( 14,078 ) ( 27.9 ) % — — % — — %

Other 145 0.3 % 67 ( 0.1 ) % 70 0.1 %

Federal income tax expense (benefit) $ ( 7,779 ) $ 25,305 $ 18,414

state income tax expense 145 400 —

Total income tax expense (benefit) $ 723 1.4 % $ ( 7,634 ) 10.7 % $ 25,705 29.6 %

State taxes in Virginia make up greater than 50 percent of the tax effect in the net U.S.

state and local income tax expense reconciliation difference.

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

The significant components of net deferred tax assets at the corporate income tax rate of 21% for the years ended December 31, 2025 and 2024 are summarized as follows:

6 unchanged sentences

Allowance for credit losses 4,731 4,496

Other invested assets 3,552 998

Invested assets — 1,124

Business interest expense 14,078 —

Net unrealized losses 8,806 18,595

4 unchanged sentences

Deferred policy acquisition costs 6,570 6,337

Invested assets 489 —

Equity method investments 2,813 2,792

2 unchanged sentences

Net deferred tax assets $ 64,896 $ 61,170

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

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.

1 unchanged sentence

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.

At December 31, 2025, the Company has no net operating loss carryforwards.

The Company had no reserve for future tax contingencies or liabilities (“unrecognized tax benefits”) at December 31, 2025 or 2024.

3 unchanged sentences

The Company paid excise taxes of $ 714,000 , $ 204,000 , and $ 194,000 for the years ended December 31, 2025, 2024, and 2023, 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.

These excise taxes are reflected as “other operating expenses” in the Company’s Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

Other Operating Expenses and Other Expenses

7 unchanged sentences

Total $ 183,964 $ 193,198 $ 193,656

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.

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

Other expenses of $ 2.0 million, $ 6.1 million, and $ 3.8 million for the years ended December 31, 2025, 2024, and 2023, respectively, primarily consist of certain nonoperating expenses including legal and other professional fees and other expenses related to various strategic initiatives.

Employee Benefits

5 unchanged sentences

Commitments and Contingent Liabilities

Legal Proceedings

The Company is involved in various legal proceedings, including commercial matters and litigation regarding insurance claims which arise in the ordinary course of business.

1 unchanged sentence

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

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”).

On March 11, 2024, the Company filed a complaint in the Supreme Court of the State of New York, New York County, Commercial Division against Fleming relating to 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.

6 unchanged sentences

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.

District Court, Southern District of New York against JRG Holdings 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.

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, on January 17, 2025 the Company filed its reply to Fleming's opposition, on July 2, 2025 the court heard oral argument on the motion to dismiss, and on July 17, 2025 the court granted the Company's motion to dismiss.

On August 14, 2025, Fleming filed a motion for reconsideration, on August 28, 2025 the Company filed its opposition to Fleming's motion for reconsideration, and on September 4, 2025, Fleming filed its reply to the Company's opposition.

On December 2, 2025, the court denied Fleming's motion for reconsideration and on December 22, 2025 Fleming filed a notice of appeal.

Fleming’s appeal brief is due to be filed on or prior to March 13, 2026.

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

James River Group Holdings, Ltd.

Amounts Recoverable from Reinsurers

The Company’s insurance segments remain liable to policyholders if its reinsurers are unable to meet their contractual obligations under applicable reinsurance agreements.

The Company establishes an allowance for credit losses for our current estimate of uncollectible reinsurance recoverables.

At December 31, 2025, the allowance for credit losses on reinsurance recoverables was $ 1.6 million.

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 generally seeks to purchase reinsurance from reinsurers with A.M.

Best financial strength ratings of “A-” (Excellent) or better.

The Company’s

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

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.

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 us in such arrangements.

The Company requires collateral, in the form of a trust arrangement or letter of credit, to secure the obligations of the insurance entity for whom it is fronting.

Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book

In addition, 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.

Each of Rasier and Aleka are required to post collateral equal to 102 % of James River's estimate of the respective party's obligations in trusts pursuant to the terms of the Indemnity Agreements and the Commercial Auto LPT, respectively.

At December 31, 2025, the total balance of collateral securing Rasier's obligations under the Indemnity Agreements was $ 41.3 million and Aleka's obligations under the Commercial Auto LPT was $ 19.9 million.

At December 31, 2025, the total reinsurance recoverables under the Commercial Auto LPT was $ 12.4 million.

1 unchanged sentence

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.

James River funds the Loss Fund Trust using funds withdrawn from the trust account collateralizing the Indemnity Agreements (the “Indemnity Trust”), funds withdrawn from the trust account collateralizing Commercial Auto LPT (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, 2025, the balance in the Loss Fund Trust was $ 8.5 million, including $ 5.3 million representing collateral supporting Rasier’s obligations under the Indemnity Agreements and $ 2.2 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.

Other Comprehensive (Loss) Income

The amount of the Company's credit exposure in any of these instances could be material.

To mitigate these risks, the Company closely and frequently monitors its exposure compared to the collateral held, and requests additional collateral in accordance with the terms of the Commercial Auto LPT and Indemnity Agreements when its analysis indicates that it has uncollateralized exposure.

James River Group Holdings, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024, and 2023

Other Comprehensive Income (Loss)

The following table summarizes the components of other comprehensive income (loss):

2 unchanged sentences

(in thousands)

Unrealized (losses) gains arising during the period, before U.S.

Unrealized gains (losses) arising during the period, before U.S.

income taxes $ 44,702 $ ( 9,222 ) $ 105,368

income taxes ( 9,387 ) 1,937 ( 6,313 )

Unrealized (losses) gains arising during the period, net of U.S.

Unrealized gains (losses) arising during the period, net of U.S.

income taxes 35,315 ( 7,285 ) 99,055

Less reclassification adjustment:

Net realized investment (losses) gains ( 1,278 ) ( 339 ) 275

Net realized investment gains (losses) 74 ( 1,278 ) ( 339 )

income taxes ( 15 ) 269 71

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.

James River Group Holdings, Ltd.

and Subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2024, 2023, and 2022

Reclassification adjustment for investment gains (losses) realized in net income 59 ( 1,009 ) ( 268 )

Other comprehensive income (loss) $ 35,256 $ ( 6,276 ) $ 99,323

In addition to the net realized investment gains (losses) on available-for-sale fixed maturities disclosed above, the Company also recognized net realized and unrealized investment gains (losses) on its investments in bank loan participations and equity securities in the respective periods.

Refer to Note 3 for disclosure of these amounts.

Segment Information

2 unchanged sentences

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 Corporate and Other segment consists of certain management and treasury activities of James River Group and JRG Holdings including public company expenses, expenses for our Board of Directors, long-term incentive compensation for the full Company, 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.

2 unchanged sentences

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.

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 Income (Loss) and Comprehensive Income (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.

Other operating expenses for the Corporate and Other segment include personnel costs associated with the holding companies, professional fees, long-term incentive compensation (including share-based compensation) for the full Company, public company expenses and various other corporate expenses.

Net commissions in the table below are net of amounts deferred as deferred policy acquisition costs.

4 unchanged sentences

based insureds.

Segment revenues for each reportable segment consist of net earned premiums, net investment income, and realized and unrealized (losses) gains on investments.

Segment revenues for each reportable segment include 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.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

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.

Surplus Lines Specialty

20 unchanged sentences

Segment assets 3,652,130 1,134,689 73,111 4,859,930

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

17 unchanged sentences

140,978 17,248 34,972 193,198

Underwriting profit 54,347 4,077 ( 33,940 ) 24,484

Underwriting (loss) profit ( 77,455 ) 6,873 ( 34,972 ) ( 105,554 )

Segment revenues 594,433 109,472 3,721 707,626

3 unchanged sentences

Segment assets 3,516,399 1,390,894 99,783 5,007,076

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

17 unchanged sentences

135,175 24,541 33,940 193,656

Underwriting profit 83,051 4,234 ( 31,260 ) 56,025

Underwriting profit (loss) 54,347 4,077 ( 33,940 ) 24,484

Segment revenues 690,388 119,777 1,844 812,009

3 unchanged sentences

Segment assets 3,083,798 1,387,020 63,039 4,533,857

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

1 unchanged sentence

Years ended December 31, 2025, 2024, and 2023

The following table reconciles the underwriting (loss) profit of operating segments by individual segment to consolidated (loss) income from continuing operations before income taxes:

The following table reconciles the underwriting profit (loss) of operating segments by individual segment to consolidated income (loss) from continuing operations before income taxes:

Year Ended December 31,

1 unchanged sentence

(in thousands)

Underwriting (loss) profit of the operating segments:

Underwriting profit (loss) of the operating segments:

Excess and Surplus Lines $ 59,472 $ ( 77,455 ) $ 54,347

Specialty Admitted Insurance ( 5,693 ) 6,873 4,077

Total underwriting (loss) profit of operating segments ( 70,582 ) 58,424 87,285

Total underwriting profit (loss) of operating segments 53,779 ( 70,582 ) 58,424

Other operating expenses of the Corporate and Other segment ( 33,493 ) ( 34,972 ) ( 33,940 )

Underwriting (loss) profit ( 105,554 ) 24,484 56,025

Underwriting profit (loss) 20,286 ( 105,554 ) 24,484

Losses and loss adjustment expenses - retroactive reinsurance ( 28,750 ) ( 37,237 ) ( 4,991 )

Net investment income 83,440 93,089 84,046

Net realized and unrealized gains (losses) on investments 3,625 10,441 ( 15,720 )

Net realized and unrealized (losses) gains on investments ( 2,195 ) 3,625 10,441

Other income 3,665 6,131 4,216

3 unchanged sentences

Impairment of intangible assets — — ( 2,500 )

(Loss) income from continuing operations before income taxes $ ( 71,120 ) $ 86,914 $ 53,272

Income (loss) from continuing operations before income taxes $ 50,543 $ ( 71,120 ) $ 86,914

The Company currently has 15 underwriting divisions, including 14 in the Excess and Surplus Lines segment, and one in the Specialty Admitted Insurance segment.

22 unchanged sentences

The Company does business with three brokers that generated $ 338.8 million, $ 221.2 million and $ 129.4 million of gross written premiums for the Excess and Surplus Lines segment for the year ended December 31, 2025, representing 28.9 %, 18.9 %

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

6 unchanged sentences

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.

The Company does business with five agencies that together generated $ 174.8 million of gross written premiums for the Specialty Admitted Insurance segment for the year ended December 31, 2025, representing 14.9 % of consolidated gross written premiums and 83.5 % of the Specialty Admitted Insurance segment’s gross written premiums, respectively.

Individually the agencies represented between 1.8 % and 6.2 % of consolidated gross written premiums and between 10.4 % and 34.9 % of the Specialty Admitted Insurance segment’s gross written premiums.

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, 2025.

18 unchanged sentences

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.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

45 unchanged sentences

Short-term investments $ — $ 97,074 $ — $ 97,074

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

9 unchanged sentences

Purchases — — —

Sales — — ( 35 )

Maturities, calls and paydowns — — —

4 unchanged sentences

Ending balance $ 4 $ 5 $ 11

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.

The Company held one equity security at December 31, 2025, December 31, 2024, and December 31, 2023 for which the fair value was determined using significant unobservable inputs (Level 3).

The fair values for the equity security (disclosed above) were obtained from our asset manager, who used an internal model to value the security.

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.

10 unchanged sentences

There were no investments for which external sources were unavailable to determine fair value as of December 31, 2025 and 2024.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

17 unchanged sentences

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, 2025 and 2024.

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).

The fair values of senior debt, junior subordinated debt, and invested assets-notes receivable, classified in other invested assets, at December 31, 2025 and 2024 were determined using inputs to the valuation methodology that are unobservable (Level 3).

Statutory Matters

3 unchanged sentences

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.

James River Group Holdings, Ltd.

James River Group Holdings, Inc.

and Subsidiaries

5 unchanged sentences

(in thousands)

Statutory net income (loss) $ 40,731 $ 90,469 $ 42,565

Statutory net income $ 75,164 $ 40,731 $ 90,469

Statutory capital and surplus 789,485 642,978 615,427

Minimum required statutory capital and surplus 339,639 286,392 220,449

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.

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, 2025, the insurance subsidiaries’ adjusted capital and surplus exceeds their authorized control level RBC.

6 unchanged sentences

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.

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.

Other Related Party Transactions

1 unchanged sentence

The term of the lease, which has been amended from time to time, runs through 2031.

Operating costs under the lease were $ 2.1 million for each of the years ended December 31, 2024, 2023, and 2022, respectively.

Operating costs under the lease were $ 1.4 million for the year ended December 31, 2025 and $ 2.1 million for each of the years ended December 31, 2024, and 2023, respectively.

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.

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 .

On February 20, 2026, 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 .

The dividend of up to $ 2.0 million will be payable in cash on March 31, 2026 to holders of record on March 15, 2026 .

On February 20, 2026, 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 4, 2026.

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

Summary of Investments—Other than Investments in Related Parties

20 unchanged sentences

(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.

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

4 unchanged sentences

Investment in subsidiaries 874,105 732,285

732,285 894,848

Due from subsidiaries — 166

Deferred tax assets, net 14,386 —

Income tax receivable 481 —

Other assets 3,557 31,775

17 unchanged sentences

See accompanying notes.

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

Condensed Financial Information of Registrant

Statements of (Loss) Income and Comprehensive Loss (Parent Company)

Statements of Income (Loss) and Comprehensive Income (Loss) (Parent Company)

Year Ended December 31,

8 unchanged sentences

Total expenses 19,950 39,245 34,423

Loss before equity in net (loss) income of subsidiaries ( 37,295 ) ( 34,335 ) ( 22,161 )

Equity in net (loss) income of subsidiaries (1)

Loss before equity in net income (loss) of subsidiaries ( 19,009 ) ( 37,295 ) ( 34,335 )

Equity in net income (loss) of subsidiaries (1)

51,569 ( 43,825 ) ( 73,349 )

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.

Income (loss) before taxes 32,560 ( 81,120 ) ( 107,684 )

Income tax benefit ( 14,867 ) — —

Net income (loss) $ 47,427 $ ( 81,120 ) $ ( 107,684 )

Other comprehensive income (loss):

Equity in other comprehensive earnings (losses) of subsidiaries 35,256 ( 6,276 ) 99,323

Total comprehensive income (loss) $ 82,683 $ ( 87,396 ) $ ( 8,361 )

(1) Includes amounts for JRG Re.

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.

Operating results of JRG Re are included in discontinued operations in our Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

See Note 2 - Discontinued Operations.

See accompanying notes.

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

5 unchanged sentences

Operating activities

Net (loss) income $ ( 81,120 ) $ ( 107,684 ) $ 30,973

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income (loss) $ 47,427 $ ( 81,120 ) $ ( 107,684 )

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Provision for depreciation and amortization 521 474 345

1 unchanged sentence

Equity in undistributed earnings of subsidiaries ( 51,569 ) 43,825 73,349

Deferred U.S.

Federal income tax benefit ( 14,386 ) — —

Changes in operating assets and liabilities 985 2,996 47,673

Net cash provided by operating activities ( 27,194 ) 22,799 54,449

Net cash (used in) provided by operating activities ( 11,977 ) ( 27,194 ) 22,799

Investing activities

3 unchanged sentences

Financing activities

Senior debt issuance 25,000 — —

Senior debt repayments — ( 21,500 ) —

1 unchanged sentence

Payment of debt issuance costs ( 1,179 ) — ( 1,135 )

Issuance of Series A preferred shares — — 144,898

Enstar common share investment 12,500 — —

Enstar common stock investment — 12,500 —

Payroll taxes withheld and remitted on net settlement of RSUs ( 745 ) ( 847 ) ( 1,734 )

8 unchanged sentences

See accompanying notes.

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

2 unchanged sentences

Accounting Policies

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.

Subsequent to the Domestication on November 7, 2025, James River Group Holdings, Inc.

is a Delaware holding company organized for the purpose of acquiring and managing insurance entities.

Prior to the Domestication, James River Group Holdings, Ltd.

was an exempted holding company registered in Bermuda.

Basis of Presentation

7 unchanged sentences

No accounting standards were adopted during the year ended December 31, 2025 that had a material impact on our financial statements.

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

20 unchanged sentences

Total $ 31,497 $ 2,606,107 $ 587,899 $ 708,005 $ 84,046 $ 500,157 $ 72,633 $ 193,656 $ 693,901

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

15 unchanged sentences

Total Written Premiums $ 1,506,668 $ 814,759 $ 1,992 $ 693,901 0.3 %

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

14 unchanged sentences

Total $ 16,828 $ 2,906 $ ( 1,158 ) $ 18,576

JAMES RIVER GROUP HOLDINGS, LTD.

JAMES RIVER GROUP HOLDINGS, INC.

AND SUBSIDIARIES

17 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.

What changed 10-K

Item 9A. Controls and Procedures