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IGI (NASDAQ: IGIC) updates audit consents in Form 20-F/A

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(Neutral)
Form Type
20-F/A

Rhea-AI Filing Summary

International General Insurance Holdings Ltd. filed Amendment No. 1 to its Form 20-F for the year ended December 31, 2025. The amendment is filed solely to correct typographical errors in the company name contained in two consents from Ernst & Young LLP, the independent registered public accounting firm.

The filing includes updated auditor consents and refreshed certifications from the Principal Executive Officer and Principal Financial Officer under Exchange Act Rules 13a-14(a) and 15d-14(a) and Section 906 of the Sarbanes-Oxley Act. It states that no other changes have been made to the original annual report and that it does not reflect events occurring after the original filing date.

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Shares outstanding 42,842,216 shares Common shares outstanding as of the period covered by the 2025 annual report
Fiscal year end December 31, 2025 Year ended for the Form 20-F and this amendment
Auditor report date April 20, 2026 Date of Ernst & Young LLP reports referenced in the updated consents
Amendment signing date April 23, 2026 Date the Form 20-F/A and updated auditor consents were signed in London and by the company
Form 20-F/A regulatory
"This Amendment No. 1 on Form 20-F/A (the “Amendment”) amends the Annual Report on Form 20-F..."
Form 20-F/A is an amended annual filing that a foreign company submits to the U.S. Securities and Exchange Commission to correct, clarify, or add information to a previously filed Form 20-F. For investors, an amendment matters because it signals that earlier disclosures changed or were incomplete—like a corrected instruction manual—and those updates can alter how you judge the company’s finances, risks, governance or legal standing, potentially affecting the stock’s value.
internal control over financial reporting financial
"with respect to the consolidated financial statements... and the effectiveness of internal control over financial reporting..."
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
Registration Statement (Form S-8) regulatory
"We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-238918)..."
Inline XBRL technical
"Inline XBRL Instance Document... Inline XBRL Taxonomy Extension Schema Document."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Section 906 of the Sarbanes-Oxley Act regulatory
"the certifications of the Chief Executive Officer and the Chief Financial Officer... pursuant to Section 906 of the Sarbanes-Oxley Act of 2002."

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FAQ

What is the purpose of International General Insurance (IGIC) Form 20-F/A Amendment No. 1?

The amendment’s sole purpose is to correct typographical errors in the company name appearing in two consents from Ernst & Young LLP. It updates those consents and related officer certifications without changing any financial or other information in the original Form 20-F.

Does IGIC’s Form 20-F/A Amendment No. 1 change the 2025 financial statements?

No. The amendment explicitly states it does not modify, amend, or update the financial or other information in the original Form 20-F. It only corrects the company name in auditor consents and re-files executive and financial officer certification exhibits.

Which auditor consents are updated in IGIC’s Form 20-F/A?

Updated consents from Ernst & Young LLP, the independent registered public accounting firm in London, replace prior versions filed as Exhibits 15.1 and 15.2. The original consents inadvertently included an incorrect company name, which this amendment corrects.

What additional certifications are included in IGIC’s Form 20-F/A amendment?

The amendment includes refreshed certifications by the Principal Executive Officer and Principal Financial Officer under Rules 13a-14(a) and 15d-14(a), and certifications of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act, as Exhibits 12.1, 12.2, 13.1, and 13.2.

Which registration statements reference the updated IGIC auditor consents?

The updated consents allow incorporation by reference into Registration Statement Form S-8 No. 333-238918, covering IGI equity and stock purchase plans, and Form F-3 No. 333-254986. Both reference the 2025 Form 20-F, as amended by this Form 20-F/A.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A

(Amendment No. 1)

 

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2025

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report:

 

For the transition period from __________ to __________

 

Commission File Number: 001-39255

 

International General Insurance Holdings Ltd.

(Exact name of Registrant as specified in its charter)

 

Not applicable   Bermuda
(Translation of Registrant’s name into English)   (Jurisdiction of incorporation or organization)

 

74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan

+962 6 562 2009

(Address of principal executive offices)

 

Rawan Alsulaiman

74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan

+962 6 562 2009

Rawan.Alsulaiman@iginsure.com

 

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common shares, $0.01 par value per share   IGIC   The Nasdaq Stock Market LLC

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

 

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 42,842,216

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No

 

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer Non-accelerated filer ☐
     
    Emerging growth company

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP International Financial Reporting Standards as issued by the International
Accounting Standards Board ☐
Other ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 20-F/A (the “Amendment”) amends the Annual Report on Form 20-F for the year ended December 31, 2025 of International General Insurance Holdings Ltd., a Bermuda exempted company (the “Company”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 21, 2026 (the “Original Filing”).

 

This Amendment is being filed solely to correct several typographical errors contained in the two consents of the Company’s independent registered public accounting firm which were filed as exhibits to the Original Filing. An incorrect name of the Company was inadvertently included in the consents of Ernst & Young LLP (London, United Kingdom, Auditor Firm ID: 1438), filed as Exhibits 15.1 and 15.2 of the Original Filing. Updated consents are included in this Amendment.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also includes, as Exhibits 12.1 and 12.2, the certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, and, as Exhibits 13.1 and 13.2, the certifications of the Chief Executive Officer and the Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Except as described above, no changes have been made to the Original Filing, and this Amendment does not modify, amend or update the financial or other information contained in the Original Filing. This Amendment does not reflect any events that have occurred on or after the Original Filing date.

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-238918) pertaining to the 2020 Omnibus Equity Plan, IGI (Global) Stock Purchase Plan and IGI (UK) Stock Purchase Plan of International General Insurance Holdings Ltd. of our reports dated April 20, 2026, with respect to the consolidated financial statements of International General Insurance Holdings Ltd., and the effectiveness of internal control over financial reporting of International General Insurance Holdings Ltd. included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 (as amended by Form 20-F/A for the year ended December 31, 2025).

 

/s/ Ernst & Young LLP

London, United Kingdom

April 23, 2026

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-254986) of International General Insurance Holdings Ltd. and in the related Prospectus of our reports dated April 20, 2026, with respect to the consolidated financial statements of International General Insurance Holdings Ltd., and the effectiveness of internal control over financial reporting of International General Insurance Holdings Ltd. included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 (as amended by Form 20-F/A for the year ended December 31, 2025).

 

/s/ Ernst & Young LLP

London, United Kingdom

April 23, 2026

 

 

 

 

ITEM 19. EXHIBITS

 

EXHIBIT INDEX

 

Exhibit No.   Description
12.1*   Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
12.2*   Certification of the Principal Financial Officer pursuant to Rule 13a-14(e) of the Securities Exchange Act of 1934.
13.1*   Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350.
13.2*   Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350.
15.1*   Consent of Ernst & Young LLP.
15.2*   Consent of Ernst & Young LLP.
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

*Filed herewith

 

 

 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this report on its behalf.

 

April 23, 2026 INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.
     
  By: /s/ Walid Jabsheh
    Name:  Walid Jabsheh
    Title: President and Chief Executive Officer

 

 

 

 

 

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