4 unchanged sentences
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.
−Removed: 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.
+Added: 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, 2025, the Company’s disclosure controls and procedures were effective to accomplish their objectives.
Management’s Report on Internal Control over Financial Reporting
4 unchanged sentences
Other Information
+Added: Departure of Director or Certain Officers;
+Added: Appointment of Certain Officers;
+Added: Compensatory Arrangements of Certain Officers
+Added: As previously disclosed in a Current Report on Form 8-K filed with the SEC on October 23, 2025, Brian D.
+Added: Haney, the Company's President and Chief Operating Officer and a member of the Company's Board of Directors, will retire as President and Chief Operating Officer effective March 2, 2026.
+Added: On February 13, 2026, the Company entered into a Senior Advisor Memorandum of Understanding (the "MOU") with Mr.
+Added: Haney pursuant to which Mr.
+Added: Haney will provide advisory and consulting services to the Company following his retirement as President and Chief Operating Officer.
+Added: The MOU will become effective on March 3, 2026.
+Added: Pursuant to the MOU, Mr.
+Added: Haney will serve as a Senior Advisor to the Company for a term of one year, unless earlier terminated in accordance with its terms.
+Added: During the term, Mr.
+Added: Haney will provide advisory and consulting
+Added: services to the Company, primarily focused on investor relations matters.
+Added: In consideration for these services, the Company will pay Mr.
+Added: Haney an annual consulting fee of $500,000, payable in equal monthly installments.
+Added: The Company will also reimburse Mr.
+Added: Haney for reasonable out-of-pocket expenses incurred in connection with the performance of services under the MOU.
+Added: The foregoing description of the MOU does not purport to be complete and is qualified in its entirety by reference to the full text of the MOU, a copy of which is filed as an exhibit to this Annual Report on Form 10-K as Exhibit 10.10.
Securities Trading Plans of Directors and Executive Officers
−Removed: 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.
+Added: Transactions in our securities by our 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.
federal securities laws that prohibit trading while in possession of material nonpublic information.
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.
−Removed: Our insider trading policy permits our non-employee directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1.
−Removed: 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.
−Removed: Name Title Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Expiration Date of Rule 10b5-1 Trading Plan (1)
−Removed: Aggregate Number of Securities to Be Purchased or Sold
−Removed: Share Director December 11, 2024 January 30, 2026 Sale of up to 1,578 shares beginning on the commencement date of the trading period
−Removed: (1) A trading plan may also expire on such earlier date as all transactions under the trading plan are completed.
−Removed: 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).
+Added: Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1.
+Added: During the fourth quarter of 2025, none of our 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
39 unchanged sentences
Number Description
−Removed: Second Amended and Restated Certificate of Incorporation of Kinsale Capital Group, Inc.
+Added: Third Amended and Restated Certificate of Incorporation of Kinsale Capital Group, Inc.
(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 22, 2025)
14 unchanged sentences
10.3+ Form of Restricted Share Award Agreement (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K, filed with the SEC on February 28, 2018)
+Added: 10.4+ Kinsale Capital Group, Inc.
+Added: 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 22, 2025)
+Added: 10.5+ Form of Restricted Share Award Agreement(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on July 24, 2025)
10.6+ Employment and Arbitration Agreement, dated as of June 4, 2009 between Kinsale Management, Inc.
10 unchanged sentences
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 24, 2024)
+Added: 10.8c Third Amendment to the Note Purchase and Private Shelf Agreement, dated as of December 11, 2025, among Kinsale Capital Group, Inc., PGIM, Inc.
+Added: 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 December 11, 2025)
10.9 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)
2 unchanged sentences
10.9b Amendment No.
−Removed: 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.
−Removed: 2 to the Company’s Periodic Report on Form 10-Q filed with the SEC on October 24, 2024)
−Removed: 19 Policy on the Prevention of Insider Trading and Selective Disclosure
+Added: 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)
+Added: 10.9c Amendment No.
+Added: 3 to the Amended and Restated Credit Agreement, dated as of December 11, 2025, 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 December 11, 2025)
+Added: 10.10+ Senior Advisor Memorandum of Understanding, dated as of March 3, 2026 between Kinsale Management, Inc.
+Added: 19 Policy on the Prevention of Insider Trading and Selective Disclosure (incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K, filed with the SEC on February 21, 2025)
21.1 List of subsidiaries of Kinsale Capital Group, Inc.
37 unchanged sentences
Hatcher, III Director February 20, 2026
+Added: Haney Director February 20, 2026
Kronenberg Director February 20, 2026
1 unchanged sentence
Robert Lippincott III
−Removed: Ritchie Director February 21, 2025
/s/ Frederick L.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.