What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-21 · 172 added, 151 removed, 1267 unchanged (20% of the section changed)

78 unchanged sentences

As described in Notes 1 and 7 to the consolidated financial statements, the Company records reserves for unpaid losses and loss adjustment expenses (reserves), which represent the Company’s best estimate of ultimate unpaid cost of all reported and unreported losses and loss adjustment expenses incurred prior to the financial statement date.

This estimate is based on various actuarial methods.

These methods utilize numerous inputs including initial expected loss ratios, expected development patterns for losses based on historical Company and industry data, actual reported losses and loss adjustment expenses, claim counts and price indices.

This estimate is based on several actuarial methods.

These methods use a variety of inputs based on historical Company and industry data, including initial expected loss ratios, loss development patterns, paid losses, reported losses, claim counts and price indices.

All estimates are regularly reviewed and, as experience develops and new information becomes known, the reserves are adjusted as necessary.

3 unchanged sentences

In addition, the evaluation of

the ultimate expected loss assumptions required subjective auditor judgment due to the Company’s limited historical claims data and, therefore, also involved consideration of industry data.

assumptions used in the estimate of reserves required subjective auditor judgment due to the Company’s limited historical claims data and, therefore, also involved consideration of industry data.

The following are the primary procedures we performed to address this critical audit matter.

2 unchanged sentences

We also involved actuarial professionals with specialized skills and knowledge, who assisted in:

• comparing the actuarial methodology the Company used to determine the reserves to generally accepted actuarial standards and practices

• performing independent estimates of reserves for each line of business, using a combination of the Company’s underlying historical claims data and industry data

• developing an independent range of reserves using both the Company’s underlying historical claims data and industry data with respect to future claim reporting amounts and payment patterns and prior year independent selected loss rates

• assessing the Company’s reserving methodology by comparing to methods consistent with generally accepted actuarial standards and practices

• performing independent estimates of reserves for certain lines of business, using a combination of the Company’s underlying historical claims and industry data with respect to future claim reporting amounts and payment patterns, as well as prior year independent selected loss rates

• developing an independent range of reserves using both the Company’s underlying historical claims and industry data with respect to future claim reporting amounts and payment patterns, as well as prior year independent selected loss rates

• assessing the position of the Company’s recorded reserves within this independent range in the current year and comparing to its relative position in the prior year.

40 unchanged sentences

Common stock, $ 0.01 par value, 400,000,000 shares authorized, 23,380,413 shares issued and 23,145,751 shares outstanding at December 31, 2025;

23,181,919 shares issued and outstanding at December 31, 2023

23,294,783 shares issued and 23,272,157 shares outstanding at December 31, 2024

Additional paid-in capital 373,681 361,398

2 unchanged sentences

Treasury stock, at cost ( 234,662 shares in 2025;

22,626 in 2024)

( 100,585 ) ( 10,000 )

Stockholders’ equity 1,959,583 1,483,561

30 unchanged sentences

Other comprehensive income (loss):

Change in unrealized (losses) gains on available-for-sale investments, net of taxes ( 2,589 ) 40,301 ( 153,043 )

Change in unrealized gains (losses) on available-for-sale investments, net of taxes 66,514 ( 2,589 ) 40,301

Total comprehensive income $ 570,128 $ 412,254 $ 348,394

10 unchanged sentences

Shares of Common Stock Outstanding Common Stock Additional Paid-in Capital Retained Earnings Accumu-

hensive (Loss)

Income Treasury

hensive (Loss) Treasury

Stock, at Cost Total Stockholders' Equity

1 unchanged sentence

Balance at December 31, 2022 23,090,526 $ 231 $ 347,015 $ 533,121 $ ( 134,918 ) $ — $ 745,449

Issuance of common stock, net of issuance costs

155,000 2 47,496 — — — 47,498

Issuance of common stock under stock-based compensation plan

4 unchanged sentences

— — — ( 12,967 ) — — ( 12,967 )

Other comprehensive loss, net of income taxes — — — — ( 153,043 ) — ( 153,043 )

Other comprehensive income, net of income taxes — — — — 40,301 — 40,301

Net income — — — 308,093 — — 308,093

6 unchanged sentences

— — — ( 13,954 ) — — ( 13,954 )

Other comprehensive income, net of income taxes — — — — 40,301 — 40,301

Other comprehensive loss, net of income taxes — — — — ( 2,589 ) — ( 2,589 )

Net income — — — 414,843 — — 414,843

Treasury stock acquired — share repurchases ( 22,626 ) — — — — ( 10,000 ) ( 10,000 )

Balance at December 31, 2024 23,272,157 233 361,398 1,229,136 ( 97,206 ) ( 10,000 ) 1,483,561

5 unchanged sentences

— — — ( 15,805 ) — — ( 15,805 )

Other comprehensive loss, net of income taxes — — — — ( 2,589 ) — ( 2,589 )

Other comprehensive income, net of income taxes — — — — 66,514 — 66,514

Net income — — — 503,614 — — 503,614

14 unchanged sentences

Change in allowance for credit losses on investments 2 ( 526 ) 187

Deferred tax benefit ( 3,828 ) ( 9,429 ) ( 14,191 )

Deferred tax expense (benefit) 343 ( 3,828 ) ( 9,429 )

Depreciation and amortization 5,834 5,802 3,274

23 unchanged sentences

Financing activities:

Proceeds from issuance of common stock, net of issuance costs — — 47,498

Proceeds from borrowings under credit facility 40,000 — —

6 unchanged sentences

Treasury stock acquired — share repurchases ( 89,998 ) ( 10,000 ) —

Net cash (used in) provided by financing activities ( 29,657 ) ( 28,523 ) 185,992

Net cash used in financing activities ( 71,380 ) ( 29,657 ) ( 28,523 )

Net change in cash and cash equivalents 50,148 ( 13,481 ) ( 29,580 )

83 unchanged sentences

Parking deck — 5,072

Land 3,068 3,068

Equipment 5,375 4,401

7 unchanged sentences

Total property and equipment, net $ 89,431 $ 82,924

Construction in progress includes capitalized expenses related to the development of the new corporate headquarters' building.

Construction is expected to be completed in the fourth quarter of 2025.

In 2024, construction in progress included capitalized expenses related to the development of the Company's new corporate headquarters building.

Construction of the new headquarters building was substantially completed in the fourth quarter of 2025 and was placed into service.

Upon moving operations to the new headquarters, the Company reclassified its former headquarters and related assets from property and equipment to real estate investments due to a change in the intended use of the former property.

Indefinite-lived intangible assets

8 unchanged sentences

Reserves for unpaid losses and loss adjustment expenses represent management's best estimate of ultimate unpaid cost of all reported and unreported losses and loss adjustment expenses incurred prior to the financial statement date.

The estimates are based on several actuarial methods that use a variety of inputs including initial expected loss ratios, loss development patterns, paid losses, reported losses, claim counts and price indices.

The estimates are based on several actuarial methods that use a variety of inputs including initial expected loss ratios, loss

development patterns, paid losses, reported losses, claim counts and price indices.

All estimates are regularly reviewed and, as experience develops and new information becomes known, the reserves for unpaid losses and loss adjustment expenses are adjusted as necessary.

Such adjustments are reflected in the results of operations in the period in which they

are determined.

Such adjustments are reflected in the results of operations in the period in which they are determined.

Although management believes that the reserves for losses and loss adjustment expenses are reasonable, due to the inherent uncertainty in estimating reserves for unpaid losses and loss adjustment expenses, 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.

31 unchanged sentences

Recently adopted accounting pronouncements

Accounting Standards Update ("ASU") 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures," which expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss.

The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources.

Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis.

ASU 2023-07 became effective for the Company for the year ended December 31, 2024 and will be effective for interim periods beginning in 2025.

Refer to Note 15 for the Company's segment reporting disclosures.

Accounting Standards Update ("ASU") 2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures".

The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information.

This guidance requires disclosure of specific categories in the effective tax rate reconciliation and additional information on reconciling items meeting a quantitative threshold.

In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes.

It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) are equal to or greater than 5 percent of total income taxes paid (net of refunds received).

The amended guidance became effective for the year ended December 31, 2025.

Refer to Note 6 for the Company's income tax disclosures.

Prospective accounting pronouncements

4 unchanged sentences

The Company is currently evaluating the effect the guidance will have on its disclosures.

ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, "Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software," to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles – Goodwill and Other – Internal-Use Software.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the effect the guidance will have on its financial statements.

Available-for-sale investments

43 unchanged sentences

Investment income due and accrued is written off through earnings at the time the issuer of the bond defaults or is expected to default on payments.

As of December 31, 2024, the Company's credit loss review resulted in an allowance for credit losses on four securities.

As of December 31, 2025, the Company's credit loss review resulted in an allowance for credit losses on three securities.

The following table presents changes in the allowance for expected credit losses on available-for-sale securities:

4 unchanged sentences

Reduction from securities sold during the period ( 14 ) ( 479 )

Net (decrease) increase from securities that had an allowance at the beginning of the period ( 50 ) 198

Net increase (decrease) from securities that had an allowance at the beginning of the period 16 ( 50 )

Ending balance $ 29 $ 27

52 unchanged sentences

Real estate investments

Real estate investments represents directly owned property held for investment purposes and consisted of land with a carrying value of $ 15.0 million and $ 14.8 million at December 31, 2024 and 2023, respectively.

There was no accumulated depreciation on real estate investments at December 31, 2024 and 2023.

During the third quarter of 2023, the Company sold the parking deck, one of the office buildings and the related in-place leases of its real estate investment property for approximately $ 62.0 million in cash, net of seller’s costs.

The Company recognized a gain on the sale of $ 4.3 million, which is included in net realized investment gains on the consolidated statement of income.

The Company used the net sale proceeds to pay down a portion of its Credit Facility.

Concurrent with the sale of the investment property, the Company refined its plans for the remainder of the property and determined the predominant use of the remaining office building would be for future office space expansion.

Upon this determination, the Company reclassified the carrying value of the building to construction in progress within property and equipment.

Real estate investments represents directly owned property held for investment purposes.

In December 2025, the Company reclassified its former headquarters and related assets to real estate investments.

Accumulated depreciation on real estate investments was $ 5.7 million at December 31, 2025.

There was no accumulated depreciation at December 31, 2024 as real estate investments consisted of land.

Net investment income

12 unchanged sentences

Net investment income $ 192,192 $ 150,287 $ 102,335

There was no depreciation expense related to real estate investments for the year ended December 31, 2024 as the Company sold the related assets during 2023.

Investment expenses included depreciation expense related to real estate investments of $ 0.5 million and $ 0.2 million for the years ended December 31, 2023 and 2022, respectively.

There was no depreciation expense related to real estate investments for the years ended December 31, 2025 and 2024 as the depreciable assets were in use by the Company prior to December 31, 2025.

Investment expenses included depreciation expense related to real estate investments of $ 0.5 million for the year ended December 31, 2023.

Realized investment gains and losses

11 unchanged sentences

Net realized gains from equity securities 555 6,816 2,349

Realized losses from the sales of short-term investments — ( 37 ) ( 49 )

Realized gains (losses) from the sales of short-term investments 2 — ( 37 )

Realized (losses) gains on sale of real estate investments — ( 5 ) 4,250

8 unchanged sentences

Payable for investments purchased

The Company did not have a payable for investments purchased at December 31, 2024.

The Company recorded a payable for investments purchased, not yet settled, of $ 12.3 million at December 31, 2023.

The payable balance was included in the other liabilities line item of the consolidated balance sheet.

The Company did not have a payable for investments purchased at December 31, 2025 or 2024.

Fair value measurements

98 unchanged sentences

The Company is no longer subject to income tax examination by tax authorities for the years ended before January 1, 2022.

Income tax expense includes the following components for the years ending December 31, 2024, 2023 and 2022:

The Company’s insurance subsidiary, Kinsale Insurance, is not subject to state income taxes in the states in which it operates and is instead subject to premium taxes.

The Company’s non-insurance subsidiaries are subject to state income taxes;

however, they have generated state net operating loss carryforwards, for which a full valuation allowance is established.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law.

The OBBBA extends or makes permanent various tax provisions that were originally enacted in the 2017 Tax Cuts and Jobs Act and were set to expire at the end of 2025.

The tax provisions in the OBBBA did not have a material impact on the Company's consolidated financial statements.

Components of Income Tax Expense

The Company operates exclusively within the United States and, as such, has no foreign operations or foreign income.

For the years ending December 31, 2025, 2024 and 2023, income before income tax expense includes the following components:

Year Ended December 31,

1 unchanged sentence

(in thousands)

Current federal income tax expense $ 103,701 $ 85,353 $ 50,641

Deferred federal income tax benefit ( 3,828 ) ( 9,429 ) ( 14,191 )

Income tax expense $ 99,873 $ 75,924 $ 36,450

The Company paid $ 104.1 million, $ 84.6 million and $ 43.1 million in federal income taxes during the years ended December 31, 2024, 2023 and 2022, respectively.

Current income taxes payable were $ 2.8 million and $ 3.2 million at December 31, 2024 and 2023, respectively, and included in other liabilities in the accompanying consolidated balance sheets.

The prevailing federal income tax rate was 21 % in December 31, 2024, 2023 and 2022.

The Company’s effective income tax rate on income before income taxes differs from the prevailing federal income tax rate and is summarized as follows:

Income from continuing operations before income tax expense

$ 634,302 $ 514,716 $ 384,017

Total $ 634,302 $ 514,716 $ 384,017

For the years ending December 31, 2025, 2024 and 2023, income tax expense (benefit) from continuing operations consisted of:

Year Ended December 31,

1 unchanged sentence

(in thousands)

Income tax expense at federal income tax rate

Income tax expense (benefit) from continuing operations

Current tax expense

federal $ 130,345 $ 103,701 $ 85,353

state and local — — —

Total current tax expense 130,345 103,701 85,353

Deferred tax expense (benefit)

federal 343 ( 3,828 ) ( 9,429 )

state and local — — —

Total deferred tax expense (benefit) 343 ( 3,828 ) ( 9,429 )

Total income tax expense $ 130,688 $ 99,873 $ 75,924

Income taxes paid

The Company paid total income taxes (net of refunds received) of $ 129.6 million, $ 104.1 million, and $ 84.6 million for the years ending December 31, 2025, 2024 and 2023, respectively, all of which related to federal income taxes.

Current income taxes payable were $ 3.6 million and $ 2.8 million at December 31, 2025 and 2024, respectively, and are included in other liabilities in the accompanying consolidated balance sheets.

Rate reconciliation

The prevailing federal income tax rate was 21 % for the years ending December 31, 2025, 2024 and 2023.

The reconciliation of the statutory U.S.

federal income tax rate to the Company’s effective tax rate for the years ending December 31, 2025, 2024 and 2023 is as follows:

Year Ended December 31,

2025 2024 2023

Stock options exercised ( 7,972 ) ( 3,676 ) ( 3,240 )

Restricted stock award vesting ( 2,147 ) ( 1,256 ) ( 1,048 )

Tax-exempt investment income ( 249 ) ( 347 ) ( 527 )

Other 2,151 559 197

(in thousands)

Amount Percent Amount Percent Amount Percent

federal statutory income tax rate $ 133,203 21.0 % $ 108,090 21.0 % $ 80,644 21.0 %

Tax credits ( 500 ) ( 0.1 ) % — — % — — %

Nontaxable and nondeductible items 2,885 0.5 % 1,902 0.4 % 212 0.1 %

Excess tax benefits on share-based payments ( 4,900 ) ( 0.8 ) % ( 10,119 ) ( 2.0 ) % ( 4,932 ) ( 1.3 ) %

Total $ 130,688 20.6 % $ 99,873 19.4 % $ 75,924 19.8 %

The Company's effective tax rate for the years ended December 31, 2025, 2024 and 2023, were 20.6 %, 19.4 % and 19.8 % compared to the statutory federal rate of 21 %.

The difference primarily resulted from tax benefits from stock-based compensation, including stock options exercised, and from income generated by certain tax-exempt investments.

The significant components of the net deferred tax asset are summarized as follows:

62 unchanged sentences

$ 2,890,870 $ 2,285,668 $ 1,692,875

During the year ended December 31, 2025, prior accident years developed favorably by $ 62.8 million, of which $ 70.9 million was attributable to the 2020 through 2024 accident years due to lower emergence of reported losses than expected across most lines of business, particularly in the property lines of business.

This favorable development was offset in part by adverse development primarily in the construction liability business in the 2016 through 2019 accident years and adjustments to actuarial assumptions in the 2020 through 2024 accident years to reflect inflation uncertainty around construction defect exposures.

Current accident year incurred losses and loss adjustment expenses for the year ended December 31, 2025 included $ 30.4 million of net catastrophe losses primarily related to the Palisades Fire.

During the year ended December 31, 2024, prior accident years developed favorably by $ 37.7 million, of which $ 57.6 million was attributable to the 2021 through 2023 accident years due to lower emergence of reported losses than expected across most lines of business.

2 unchanged sentences

During the year ended December 31, 2023, prior accident years developed favorably by $ 35.8 million, of which $ 49.0 million was attributable to the 2021 and 2022 accident years due to lower emergence of reported losses than expected across most lines of business.

This favorable development was offset in part by adverse development largely from the 2017 through 2019 accident years due to construction defect claims that are more exposed to inflation.

During the year ended December 31, 2022, prior accident years developed favorably by $ 35.9 million, of which $ 41.8 million was attributable to the 2020 and 2021 accident years due to lower emergence of reported losses than expected across most lines of business.

This favorable development was offset in part by adverse development largely from the 2016 and 2018 accident years due to routine variability in reported losses and modest adjustments in actuarial assumptions.

Current accident year incurred losses and loss adjustment expenses for the year ended December 31, 2022 included $ 26.6 million of catastrophe losses primarily related to Hurricane Ian.

This favorable development was offset in part by adverse development largely from the 2017 and 2019 accident years due to construction defect claims that are more exposed to inflation.

Incurred and Paid Claims Development

4 unchanged sentences

Incurred Claims and Claim Adjustment Expenses, Net of Reinsurance

For the Years Ended December 31, As of December 31, 2024

For the Years Ended December 31, December 31, 2025

Accident Year 2021

Unaudited 2021

Unaudited 2022

Unaudited 2023

Unaudited 2024 Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Reported Claims

2025 Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Reported Claims

($ in thousands)

8 unchanged sentences

Accident Year 2021

Unaudited 2021

Unaudited 2022

Unaudited 2023

Unaudited 2024

($ in thousands)

13 unchanged sentences

Incurred Claims and Claim Adjustment Expenses, Net of Reinsurance

For the Years Ended December 31, As of December 31, 2024

For the Years Ended December 31, December 31, 2025

Accident Year 2016

2024 Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Reported Claims

Unaudited 2022

Unaudited 2023

Unaudited 2024

Unaudited 2025 Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Reported Claims

($ in thousands)

28 unchanged sentences

Incurred Claims and Claim Adjustment Expenses, Net of Reinsurance

For the Years Ended December 31, As of December 31, 2024

For the Years Ended December 31, December 31, 2025

Accident Year 2016

Unaudited 2016

Unaudited 2017

Unaudited 2018

Unaudited 2019

Unaudited 2020

Unaudited 2021

Unaudited 2022

Unaudited 2023

Unaudited 2024 Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Reported Claims

2025 Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Reported Claims

($ in thousands)

13 unchanged sentences

Accident Year 2016

Unaudited 2016

Unaudited 2017

Unaudited 2018

Unaudited 2019

Unaudited 2020

Unaudited 2021

Unaudited 2022

Unaudited 2023

Unaudited 2024

($ in thousands)

72 unchanged sentences

In October 2024, the Company's Board of Directors authorized a share repurchase program authorizing the repurchase of up to $ 100.0 million of the Company's common stock.

This share repurchase program was exhausted in October 2025.

In December 2025, the Company's Board of Directors authorized a new share repurchase program authorizing the repurchase of up to $ 250.0 million of the Company's common stock.

The shares may be repurchased from time to time in open market purchases, privately-negotiated transactions, block purchases, accelerated share repurchase agreements or a combination of methods and pursuant to safe harbors provided by Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934.

1 unchanged sentence

The stock repurchase program does not require the Company to repurchase any specific number of shares, and may be modified, suspended or terminated at any time.

Public Offerings

In November 2022, the Company completed an underwritten public offering and sold and issued 155,000 shares of its common stock at a price of $ 308.30 per share, to the underwriter.

The Company received net proceeds from the offering of $ 47.5 million.

The cost of treasury stock acquired pursuant to common share repurchases includes the 1% excise tax imposed on common share repurchase activity, net of common share issuances, as part of the Inflation Reduction Act of 2022.

The Company recorded excise taxes payable of $ 0.6 million for the year ended December 31, 2025.

There were no excise taxes imposed for the year ended December 31, 2024.

Equity-based Compensation

On July 27, 2016, the Kinsale Capital Group, Inc.

2016 Omnibus Incentive Plan (the "2016 Incentive Plan") became effective.

The 2016 Incentive Plan, which is administered by the Compensation, Nominating and Corporate Governance Committee of the Company's Board of Directors, provides for grants of stock options, restricted stock, restricted stock units and other stock-based awards to officers, employees, directors, independent contractors and consultants.

The number of shares of common stock available for issuance under the 2016 Incentive Plan may not exceed 2,073,832 .

The Kinsale Capital Group, Inc.

2016 Omnibus Incentive Plan (the "2016 Incentive Plan") was effective from 2016 to 2025.

On May 22, 2025, the Company's stockholders approved the Kinsale Capital Group, Inc.

2025 Omnibus Incentive Plan (the "2025 Incentive Plan"), which replaced the 2016 Incentive Plan prior to its scheduled expiration in 2026.

The 2025 Incentive Plan is administered by the Compensation, Nominating and Corporate Governance Committee of the Company's Board of Directors and authorizes the grant of stock options, restricted stock, restricted stock units, and other stock-based awards to officers, employees, directors, independent contractors, and consultants.

No additional awards will be issued under the 2016 Incentive Plan, and shares remaining available under that plan will not roll forward to the 2025 Incentive Plan.

The maximum number of shares of the Company's common stock reserved and available for issuance under the 2025 Incentive Plan is 860,500 plus any shares subject to awards outstanding under the 2016 Incentive Plan as of May 22, 2025 that are subsequently forfeited or settled in cash.

There were no shares granted under the 2025 Incentive Plan during the year ended December 31, 2025.

The Company recognized total equity-based compensation expense of $ 17.9 million, $ 14.1 million and $ 9.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

32 unchanged sentences

Subsequent Events

The Board of Directors granted 3,186 restricted stock awards on January 1, 2025 under the 2016 Incentive Plan to the Company’s non-employee directors.

The Board of Directors granted 4,140 restricted stock awards on January 1, 2026 under the 2025 Incentive Plan to the Company’s directors.

The restricted stock awards had a fair value on the date of grant of $ 391.12 per share and will vest on the first anniversary date of the grant.

16 unchanged sentences

Diluted $ 21.65 $ 17.78 $ 13.22

There were 43,000 , 1,000 and zero anti-dilutive stock awards for the years ended December 31, 2024, 2023 and 2022.

There were 56,000 , 43,000 and 1,000 anti-dilutive stock awards for the years ended December 31, 2025, 2024 and 2023.

Basic earnings per share was computed by dividing the earnings attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period.

9 unchanged sentences

Credit Agreement

On July 22, 2022, the Company entered into an Amended and Restated Credit Agreement, with JPMorgan Chase Bank, N.A., as administrative agent and as issuing bank, Truist Bank, as syndication agent, and the lenders party thereto (collectively, the "Lenders").

On July 22, 2022, the Company entered into an Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), with JPMorgan Chase Bank, N.A., as administrative agent and as issuing bank, Truist Bank, as syndication agent, and the lenders party thereto (collectively, the "Lenders").

The Amended and Restated Credit Agreement provides the Company with a $ 100.0 million senior unsecured revolving credit facility (the "Credit Facility"), with the option to increase the aggregate commitment by $ 30.0 million.

The Company is required to pay a Commitment Fee Rate (as defined therein) of 0.25 % on the average daily amount of the Available Revolving Commitment (as defined therein).

Borrowings under the Amended and Restated Credit Agreement may be used for general corporate purposes (which may include, without limitation, to fund future growth, to finance working capital needs, to fund capital expenditures, and to refinance, redeem or repay indebtedness).

In September 2023, the Company used proceeds from the sale of its real estate investment property to pay down $ 62.0 million from the Credit Facility.

Borrowings under the Credit Agreement may be used for general corporate purposes (which may include, without limitation, to fund future growth, to finance working capital needs, to fund capital expenditures, and to refinance, redeem or repay indebtedness).

During the year ended December 31, 2025, the Company drew down $ 40.0 million from the Credit Facility.

The loans under the Amended and Restated Credit Agreement bear interest, at the Company's option, at a rate equal to the Adjusted Term SOFR Rate (as defined therein) plus 1.625% or the Alternate Base Rate (as defined therein) plus 0.625%.

11 unchanged sentences

Interest paid under both agreements totaled $ 10.4 million, $ 10.3 million and $ 10.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The following table summarizes the future principal payments on outstanding debt as of December 31, 2025:

Years Ending December 31, Senior Notes Credit Facility Total

(in thousands)

2026 $ — $ — $ —

2027 — 51,000 51,000

2030 35,000 — 35,000

2031 and thereafter 140,000 — 140,000

Total principal payments $ 175,000 $ 51,000 $ 226,000

Both the Note Purchase Agreement and the Amended and Restated Credit Agreement contain representations and affirmative and negative covenants, including financial covenants customary for agreements of this type, as well as customary events of default provisions.

In October 2024, the covenants limiting restricted payments under the Note Purchase Agreement and Amended and Restated Credit Agreement were amended.

The amendments allow the Company to make restricted payments so long as the aggregate amount of all such restricted payments does not exceed the greater of $300.0 million and 6.5% of the total assets of the Company and its subsidiaries at the end of the most recently completed fiscal quarter.

In December 2025, the covenants limiting restricted payments under the Note Purchase Agreement and Amended and Restated Credit Agreement were amended to allow the Company to make restricted payments so long as at the time of the declaration of such restricted payment, no event of default under the Note Purchase Agreement has occurred and is continuing or would arise after giving effect, on a pro forma basis, to such restricted payment if such restricted payment were to be made at such time of declaration.

As of December 31, 2025, the Company was in compliance with all of its financial covenants under both the Note Purchase Agreement and the Credit Facility.

4 unchanged sentences

On December 20, 2023, the jury awarded a verdict to the plaintiff of $140 million.

On October 31, 2025, the Georgia Court of Appeals vacated the $140 million judgment and ordered a full retrial after it found that the trial court incorrectly charged the jury on the applicable law.

On December 29, 2025, the plaintiff filed a petition requesting that the Georgia Supreme Court review the Georgia Court of Appeal’s decision.

The Georgia Supreme Court has the discretion to either accept or deny the Plaintiff’s request to hear the case.

Venetian Hills was a policyholder of a $1 million general liability policy issued by Kinsale Insurance.

The Company believes exclusions in the policy apply to the claim and intends to defend any action related to this proceeding vigorously.

has begun the appeal process and does not expect a resolution as to the Company’s liability, if any, with respect to this matter in the foreseeable future, and potentially for multiple years.

The Company does not expect a resolution as to the Company’s liability, if any, with respect to this matter in the foreseeable future, and potentially for multiple years.

The Company does not believe this legal proceeding will have a material adverse effect on its results of operations or business.

3 unchanged sentences

Expenses related to the Plan were $ 5.8 million, $ 5.0 million and $ 3.8 million in 2025, 2024 and 2023, respectively.

Other comprehensive (loss) income

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

Other comprehensive income (loss)

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

Year Ending December 31,

1 unchanged sentence

(in thousands)

Unrealized (losses) gains on fixed-maturity securities arising during the period, before income taxes:

Unrealized gains (losses) on fixed-maturity securities arising during the period, before income taxes:

$ 86,490 $ ( 2,921 ) $ 49,384

Income tax benefit (expense) 613 ( 10,371 ) 40,734

Unrealized (losses) gains arising during the period, net of income taxes ( 2,308 ) 39,013 ( 153,236 )

Income tax (expense) benefit ( 18,163 ) 613 ( 10,371 )

Unrealized gains (losses) arising during the period, net of income taxes 68,327 ( 2,308 ) 39,013

Less reclassification adjustment:

Net realized investment (losses) gains on available-for-sale investments ( 170 ) ( 1,443 ) 121

Income tax benefit (expense) 36 303 ( 25 )

Net realized investment gains (losses) on available-for-sale investments 2,297 ( 170 ) ( 1,443 )

Income tax (expense) benefit ( 482 ) 36 303

Reclassification adjustment included in net income 1,815 ( 134 ) ( 1,140 )

2 unchanged sentences

Reclassification adjustment included in net income ( 2 ) 415 ( 148 )

Other comprehensive (loss) income $ ( 2,589 ) $ 40,301 $ ( 153,043 )

Other comprehensive income (loss) $ 66,514 $ ( 2,589 ) $ 40,301

The sale of or credit loss on an available-for-sale security results in amounts being reclassified from accumulated other comprehensive income to realized gains or losses in current period earnings.

4 unchanged sentences

The Company reports operating and financial results in a single segment based on the Company's exclusive focus on property and casualty insurance in the excess and surplus lines market and the consolidated information used by the chief operating decision maker ("CODM") in evaluating the financial performance of its business and allocating resources.

Additionally, while the

Company's individual underwriting divisions are evaluated on premium volume, the CODM does not use discrete financial information for measures of profit or loss in making resource allocation decisions.

The Company's CODM is the Chief Executive Officer.

39 unchanged sentences

Excess Casualty 276,998 245,137 194,049

Small Business Casualty 195,593 174,080 149,366

General Casualty 207,888 169,162 118,745

Small Business Casualty 202,412 195,593 174,080

Construction 147,601 148,558 137,902

Allied Health 83,058 67,808 58,839

Small Business Property 102,413 76,800 43,893

Products Liability 67,035 61,786 60,374

Allied Health 96,982 83,058 67,808

Entertainment 70,049 55,168 36,566

Products Liability 67,883 67,035 61,786

Commercial Auto 48,721 35,047 19,050

Energy 46,102 42,710 38,637

Excess Professional 41,453 32,633 24,033

Life Sciences 35,284 36,252 41,379

Commercial Auto 35,047 19,050 5,950

Inland Marine 33,525 27,184 18,669

Professional Liability 33,091 35,104 36,087

Excess Professional 32,633 24,033 22,826

Environmental 31,559 30,372 25,938

Inland Marine 27,184 18,669 14,396

Health Care 25,821 23,179 20,378

1 unchanged sentence

Public Entity 18,121 20,047 20,027

Agribusiness - Casualty 13,671 5,850 2,309

Aviation 9,659 8,591 6,453

Agribusiness - Property 8,669 — —

Ocean Marine 3,761 3,655 2,339

Agribusiness 2,775 — —

Product Recall 2,686 2,397 1,637

Railroad 225 15 —

Total commercial 1,917,382 1,821,407 1,530,338

8 unchanged sentences

This division also writes excess liability over primary commercial auto liability policies written by other carriers.

Small Business Casualty underwrites commercial general liability on smaller risks, generally businesses with revenues not exceeding $2.5 million, with an emphasis on artisan contractors and premises related exposures.

General Casualty underwrites general liability and liquor liability on hospitality, habitational and retail risks, among others, with similar premises liability loss exposures.

Construction underwrites commercial general liability coverage on contractors focusing on new residential construction, residential remodeling and renovation and commercial construction.

Allied Health underwrites commercial general liability, professional liability and excess liability on allied health and social service risks including assisted living facilities, home health care agencies and outpatient medical facilities.

Small Business Property underwrites Commercial Property coverage for smaller properties, generally with total insured values not exceeding $5.0 million, including banks, daycare centers, strip malls, and greenhouses, among others.

Products Liability underwrites commercial general liability on manufacturers, distributors and importers of a wide array of consumer, commercial and industrial products.

Entertainment underwrites commercial general liability for small-to-medium sized entertainment classes, including such classes as bowling alleys, campgrounds, escape rooms, fitness centers, museums and paintball facilities, among others.

Products Liability underwrites commercial general liability on manufacturers, distributors and importers of a wide array of consumer, commercial and industrial products.

Commercial Auto underwrites garage liability and excess auto coverages.

Energy underwrites commercial general liability, pollution liability, professional liability and excess liability on enterprises engaged in the business of energy production or distribution or mining including drillers, lease operators, contractors, product manufacturers and alternative energy.

Excess Professional underwrites excess coverage over an array of insurance products in Allied Health, Management Liability, Health Care and Professional Liability.

Life Sciences underwrites general liability, products liability and professional liability coverage for manufacturers, distributors and developers of dietary supplements, medical devices, pharmaceuticals, biologics, health and beauty products, durable medical equipment and clinical trials.

Commercial Auto underwrites garage liability and excess auto coverages.

Inland Marine underwrites a variety of inland marine coverages including builders risk, contractors' equipment, transportation risks and mobile equipment.

Professional Liability underwrites small-to-medium sized non-medical professional liability risks.

The classes of risks include accountants, architects and engineers, financial planners, insurance agents, lawyers, realtors and certain other professions.

Excess Professional underwrites excess coverage over an array of insurance products in Allied Health, Management Liability, Health Care and Professional Liability.

Environmental underwrites commercial general liability, pollution liability and professional liability on a wide range of commercial risks where environmental exposures exist that are operational in nature or related to the premises.

Inland Marine underwrites a variety of inland marine coverages including builders risk, contractors' equipment, transportation risks and mobile equipment.

Health Care underwrites medical professional liability for physicians, surgeons, dentists, chiropractors and podiatrists.

2 unchanged sentences

Public Entity underwrites law enforcement professional liability and school board liability.

Agribusiness Casualty underwrites general liability coverage for operations, manufacturers and land related to the agriculture industry.

Aviation underwrites general liability coverage for small-to-medium sized aviation-related businesses.

Agribusiness Property underwrites property and excess liability coverage for a wide variety of agricultural-related occupancies and equipment.

Ocean Marine underwrites marine cargo coverage for small-to-medium sized risks that transport goods and products in domestic inland waterways and certain U.S.

coastal waters.

Agribusiness underwrites general liability coverage for operations, manufacturers and land related to the agriculture industry.

Product Recall underwrites recall expense and liability coverage for life sciences and general products sector consumable, commercial and consumer goods.

Railroad underwrites excess liability for Class III short line railroads, railroad support activities and contractors and other miscellaneous railroad-related risks.

High Value Homeowners underwrites first party homeowners' coverage on homes valued above $1.0 million on a primary and excess basis.

23 unchanged sentences

The maximum dividend distribution that can be paid by Kinsale Insurance during 2026 without prior approval is $ 444.3 million.

Subsequent event

In January 2025, a series of wildfires began in Southern California.

The Company is evaluating the impact of such wildfires and currently estimates pre-tax catastrophe losses of approximately $ 25.0 million, net of reinsurance, to be reflected in the first quarter of 2025.

These estimates are subject to change due to the ongoing nature of these events and the complexity of the claims.

KINSALE CAPITAL GROUP, INC.

60 unchanged sentences

Net investment income 1,186 641 —

Net realized investment gains — — 8

Total revenues 22,008 17,410 11,918

5 unchanged sentences

Income tax benefit ( 6,996 ) ( 12,346 ) ( 7,324 )

Income (loss) before equity in net income of subsidiaries 1,814 ( 4,066 ) 153

(Loss) income before equity in net income of subsidiaries ( 3,580 ) 1,814 ( 4,066 )

Equity in undistributed earnings of subsidiaries 507,194 413,029 312,159

1 unchanged sentence

Other comprehensive income (loss):

Equity in other comprehensive (losses) income of subsidiaries ( 2,589 ) 40,301 ( 153,043 )

Equity in other comprehensive income (losses) of subsidiaries 66,514 ( 2,589 ) 40,301

Total comprehensive income $ 570,128 $ 412,254 $ 348,394

11 unchanged sentences

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

Deferred tax benefit ( 854 ) ( 372 ) ( 367 )

Deferred tax expense (benefit) 139 ( 854 ) ( 372 )

Stock compensation expense 17,884 14,146 9,361

4 unchanged sentences

Dividends received from subsidiary 105,000 47,000 —

Net cash provided by (used in) operating activities 35,911 60,816 ( 65,175 )

Net cash provided by operating activities 139,013 35,911 60,816

Investing activities

2 unchanged sentences

Financing activities

Common stock issued, net of transaction costs — — 47,498

Proceeds from credit facility 40,000 — —

6 unchanged sentences

Treasury stock acquired — share repurchases ( 89,998 ) ( 10,000 ) —

Net cash (used in) provided by financing activities ( 29,657 ) ( 28,523 ) 185,992

Net cash used in financing activities ( 71,380 ) ( 29,657 ) ( 28,523 )

Net change in cash and cash equivalents 37,633 ( 4,746 ) ( 17,707 )

32 unchanged sentences

In September 2023, the Company used proceeds from the sale of its real estate investment property to pay down $ 62.0 million from the Credit Facility.

During the year ended December 31, 2025, the Company drew down $ 40.0 million from the Credit Facility.

For the year ended December 31, 2025, the annual weighted-average interest rate of borrowings under the Credit Facility was 5.83 %.

The following table presents the Company's outstanding debt as of December 31, 2024 and December 31, 2023:

The following table presents the Company's outstanding debt as of December 31, 2025 and 2024:

Issuance Maturities December 31, 2025 December 31, 2024

8 unchanged sentences

Interest paid under both agreements totaled $ 10.4 million, $ 10.3 million and $ 10.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The following table summarizes the future principal payments on outstanding debt as of December 31, 2025:

Years Ending December 31, Senior Notes Credit Facility Total

(in thousands)

2026 $ — $ — $ —

2027 — 51,000 51,000

2030 35,000 — 35,000

2031 and thereafter 140,000 — 140,000

Total principal payments $ 175,000 $ 51,000 $ 226,000

In October 2024, the covenants limiting restricted payments under the Note Purchase Agreement and Amended and Restated Credit Agreement were amended.

As of December 31, 2025, the Company was in compliance with all of its financial covenants under both the Note Purchase Agreement and the Credit Facility.

1 unchanged sentence

Cash dividends paid to Kinsale Capital Group, Inc.

by its wholly-owned subsidiary, Kinsale Insurance Company, were $ 47.0 million for year ended December 31, 2024.

There were no cash dividends paid by the insurance subsidiary for the years ended December 31, 2023 and 2022.

by its wholly-owned subsidiary, Kinsale Insurance Company, were $ 105.0 million and $ 47.0 million for the years ended December 31, 2025 and 2024.

There were no cash dividends paid by the insurance subsidiary for the year ended December 31, 2023.

Contingencies

28 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 8. Financial Statements and Supplementary Data