Item 5. Other Information
Item 5. Other Information
Amended and Restated Bye-Laws
As described above, at the Special Meeting, the Company's shareholders voted to approve amendments to the Company's bye-laws. The amended and restated bye-laws are filed herewith as Exhibit 3.1.
Executive Ownership and Sales
From time to time, some of the Company’s directors and executives may determine that it is advisable to diversify their investments for personal financial planning reasons, or may seek liquidity for other reasons, and may sell common shares of the Company in the open market, in private transactions or to the Company. To effect such sales, some of the Company’s directors and executives have previously entered into, and may in the future enter into, trading plans designed to comply with the Company’s Insider Trading and Outside Investments Policy and the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934. The trading plans will not reduce any of the executives’ ownership of the Company’s shares below the applicable executive stock ownership guidelines. The Company does not undertake any obligation to report Rule 10b5-1 plans that may be adopted by any employee or director of the Company in the future, or to report any modifications or termination of any publicly announced plan.
During the three months ended March 31, 2025, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Insider Trading Arrangements and Policies
On September 4, 2024, the Company adopted a new Rule 10b5-1(c)(1) trading arrangement as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended, between Maiden Holdings and a financial intermediary authorizing the intermediary to purchase common shares from October 4, 2024 until the close of business on November 15, 2025, subject to certain conditions set forth in the agreement.
During the three months ended March 31, 2025 and through the period ended May 12, 2025, the Company did not repurchase any additional common shares under the Company's authorized common share repurchase plan pursuant to Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.
Nasdaq Listing Notice
On April 2, 2025, the Company received a letter from the listing qualifications department staff of Nasdaq that Maiden's common shares failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of Nasdaq. Since then, Nasdaq has determined that for the last 12 consecutive business days, from April 21, 2025 to May 7, 2025, the closing bid price of the Company’s common shares has been at $ 1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.
Item 6. Exhibits.
Exhibit
No. Description
3.1 Amended and Restated Bye-Laws of Maiden Holdings, Ltd.
31.1 Section 302 Certification of CEO
31.2 Section 302 Certification of CFO
32.1 Section 906 Certification of CEO
32.2 Section 906 Certification of CFO
101.1 The following materials from Maiden Holdings, Ltd. Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in Inline XBRL: (i) unaudited Condensed Consolidated Balance Sheets; (ii) unaudited Condensed Consolidated Statements of Income; (iii) unaudited Condensed Consolidated Statements of Comprehensive Income; (iv) unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity; (v) unaudited Condensed Consolidated Statements of Cash Flows; and (vi) Notes to unaudited Condensed Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MAIDEN HOLDINGS, LTD.
By:
May 12, 2025 /s/ Patrick J. Haveron
Patrick J. Haveron
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer)
/s/ Mark O. Heintzman
Mark O. Heintzman
Senior Vice President - Finance (Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.