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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-23 · 33 added, 14 removed, 114 unchanged (29% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s President and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Treasurer, to allow timely decisions regarding required disclosures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chairman and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Treasurer, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

The Company’s management, with the participation of the Company's President and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Treasurer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Treasurer concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

The Company’s management, with the participation of the Company's Chairman and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Treasurer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, the Company’s Chairman and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Treasurer concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

5 unchanged sentences

Securities Trading Plans of Directors and Executive Officers

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.

Transactions in our securities by our non-employee directors and executive officers are required to be made in accordance with our insider trading policy, which, among other things, requires that the transactions be in accordance with applicable U.S.

federal securities laws that prohibit trading while in possession of material nonpublic information.

1 unchanged sentence

Our insider trading policy permits our non-employee directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1.

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).

The following table describes any contracts, instructions or written plans adopted for the sale or purchase of our securities by our non-employee directors and executive officers during the fourth quarter of 2024, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans.

Name Title Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Expiration Date of Rule 10b5-1 Trading Plan (1)

Aggregate Number of Securities to Be Purchased or Sold

Share Director December 11, 2024 January 30, 2026 Sale of up to 1,578 shares beginning on the commencement date of the trading period

(1) A trading plan may also expire on such earlier date as all transactions under the trading plan are completed.

During the fourth quarter of 2024, none of our non-employee directors or executive officers 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

3 unchanged sentences

Proxy Statement to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The Company has an insider trading policy governing purchases, sales and other dispositions of the Company's securities that applies to the Company's directors, officers, employees, agents and other covered persons.

It is also Company policy to comply with applicable securities laws concerning trading in Company securities on the Company's behalf.

The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company's insider trading policy is filed as Exhibit 19 to this Form 10-K.

Executive Compensation

41 unchanged sentences

10.1b+ Amendment to the Kinsale Capital Group, Inc.

2016 Omnibus Incentive Plan

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1b to the Company's Annual Report on Form 10-K, filed with the SEC on February 23, 2024)

10.2a+ Form of Stock Option Grant Notice and Award Agreement (Employee) (incorporated by reference to Exhibit 10.5a to Amendment No.

12 unchanged sentences

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.

and the other noteholders party thereto (incorporated by reference to Exhibit 10.

1 to the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2023 ) .

and the other noteholders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2023)

10.6b Second Amendment to the Note Purchase and Private Shelf Agreement, dated as of October 22, 2024, among Kinsale Capital Group, Inc., PGIM, Inc.

and the other noteholders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Periodic Report on Form 10-Q filed with the SEC on October 2 4 , 2024 )

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)

10.7a Amendment No.

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.

2 to the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2023) .

10.7b Amendment No.

2 to the Amended and Restated Credit Agreement, dated as of October 22, 2024, 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.

2 to the Company’s Periodic Report on Form 10-Q filed with the SEC on October 24, 2024)

19 Policy on the Prevention of Insider Trading and Selective Disclosure

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

97 Clawback Policy

97 Clawback Policy (incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K, filed with the SEC on February 23, 2024)

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)

10 unchanged sentences

/s/ Michael P.

President and Chief Executive Officer

Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

/s/ Michael P.

Kehoe President, Chief Executive Officer and Director February 23, 2024

Kehoe Chairman and Chief Executive Officer February 21, 2025

Kehoe (Principal Executive Officer)

Petrucelli Executive Vice President, Chief Financial Officer and Treasurer February 21, 2025

Petrucelli (Principal Financial and Accounting Officer)

Petrucelli (Principal Financial Officer)

/s/ Christopher R.

Tangard Senior Vice President, Chief Accounting Officer February 21, 2025

Christopher R.

Tangard (Principal Accounting Officer)

/s/ Steven J.

2 unchanged sentences

Chia Director February 21, 2025

/s/ Mary Jane B.

Fortin Director February 21, 2025

/s/ Robert V.

9 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