11 unchanged sentences
Other Information
−Removed: Not applicable.
+Added: Securities Trading Plans of Directors and Executive Officers
+Added: Transactions in our securities by our non-employee directors and executive officers are required to be made in accordance with our Policy on the Prevention of Insider Trading and Selective Disclosure (the "Insider Trading Policy"), which, among other things, requires that the transactions be in accordance with applicable U.S.
+Added: federal securities laws that prohibit trading while in possession of material nonpublic information.
+Added: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information.
+Added: Our Insider Trading Policy permits our non-employee directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1.
+Added: During the fourth quarter of 2023, none of our non-employee directors or executive officers adopted , modified or terminated a Rule 10b5-1 trading plan or adopted , modified or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
38 unchanged sentences
Amended and Restated By-Laws of Kinsale Capital Group, Inc.
−Removed: (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2018)
+Added: (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2023)
4.1 Description of Securities (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K, filed with the SEC on February 25, 2022)
4 unchanged sentences
2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1a to the Company's Annual Report on Form 10-K, filed with the SEC on February 28, 2018)
+Added: 10.1b+ Amendment to the Kinsale Capital Group, Inc.
+Added: 2016 Omnibus Incentive Plan
10.2a+ Form of Stock Option Grant Notice and Award Agreement (Employee) (incorporated by reference to Exhibit 10.5a to Amendment No.
11 unchanged sentences
and the purchasers of the Notes named in the Purchaser Schedule attached thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2022).
+Added: 10.6a First Amendment to the Note Purchase and Private Shelf Agreement, dated as of September 18, 2023, among Kinsale Capital Group, Inc., PGIM, Inc.
+Added: and the other noteholders party thereto (incorporated by reference to Exhibit 10.
+Added: 1 to the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2023 ) .
10.7 Amended and Restated Credit Agreement, dated as of July 22, 2022, among Kinsale Capital Group, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as issuing bank, Truist Bank, as syndication agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2022)
+Added: 10.7a Amendment No.
+Added: 1 to the Amended and Restated Credit Agreement, dated as of September 18, 2023, among Kinsale Capital Group, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as lender, Truist Bank, as lender, and CIBC Bank USA, as lender (incorporated by reference to Exhibit 10.
+Added: 2 to the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2023) .
21.1 List of subsidiaries of Kinsale Capital Group, Inc.
4 unchanged sentences
32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97 Clawback Policy
101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
33 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.