[8-K] James River Group Holdings, Ltd Reports Material Event

Rhea-AI Filing Summary

Coca-Cola Consolidated (COKE) Q2-25 10-Q highlights

• Net sales rose 3.3% YoY to $1.86 bn; first-half sales up 1.4% to $3.44 bn.
• Gross profit +3.6% to $742 m; gross margin steady at 40.0%.
• Operating income +5.0% to $272 m; operating margin 14.7% (+30 bp).
• Net income increased 8.5% to $187 m; diluted EPS $2.15 (+16%). First-half EPS $3.34 (-8%).
• Interest expense swung to a $6 m cost from a $2 m benefit YoY, reflecting higher average debt after 2024 bond issuance.
• Mark-to-market expense on acquisition-related contingent consideration fell to $12 m vs $28 m, easing below-the-line pressure.
• 1H-25 operating cash flow slipped 7% to $406 m; capex $157 m kept free cash flow modest.
• Cash & equivalents climbed to $1.22 bn; total debt unchanged at $1.79 bn, leaving net debt of $0.57 bn.
• Equity strengthened to $1.63 bn as retained earnings rose and buybacks ($35 m) reduced share count under the $1 bn program.
• Dividend lifted to $0.25 per share post 10-for-1 split effective 27-May-25.

Takeaway: Stable volume-driven revenue growth and cost discipline are expanding margins, but higher financing costs and softer first-half earnings temper the story. Robust liquidity and active capital returns support shareholder value.

Positive

• EPS growth: Q2 diluted EPS rose 16% YoY to $2.15 on margin expansion and lower below-line charges.
• Margin improvement: Operating margin climbed 30 bp to 14.7% despite higher input costs.
• Strong liquidity: Cash & cash equivalents increased to $1.22 bn, supporting capital allocation flexibility.
• Shareholder returns: $35 m buybacks and dividend hike to $0.25 per share strengthen capital-return profile.
• Reduced contingent burden: Mark-to-market expense on contingent consideration down 56% YoY.

Negative

• 1H earnings contraction: First-half net income fell 14% and EPS slipped 8% YoY.
• Higher interest expense: Net interest swung to a $12.8 m cost YTD after prior-year benefit, pressuring net profit.
• Operating cash flow decline: 1H-25 OCF down 7% to $406 m, moderating free cash flow.
• Large contingent liabilities: Future acquisition-related payments total $675 m, limiting financial flexibility.
• Rising treasury share cost: Treasury stock balance expanded to $162 m, signaling continued outflows.

Insights

Equity Research Analyst

TL;DR: Solid Q2 beat on EPS and margins; watch first-half softness and rising interest costs.

COKE’s 3% top-line growth was modest, yet management held gross margin at 40% and expanded operating margin to 14.7%. EPS outpaced sales thanks to lower contingent consideration charges and aggressive buybacks. The balance sheet remains healthy—$1.2 bn cash vs $1.8 bn debt—giving flexibility for further repurchases and the raised dividend. Offsetting positives, 1H-25 EPS fell 8% and operating cash flow declined, signaling tougher comps and higher funding costs ahead. With no guidance provided, sentiment hinges on volume trends and cost inflation into 2H.

Portfolio Manager

TL;DR: Margins and cash cushion justify constructive stance despite slower 1H growth.

The quarter confirms COKE’s resilience: pricing and mix offset cost pressures, and management is redeploying capital via a scalable $1 bn buyback and a 5× higher dividend (post-split) while still replenishing cash. Leverage is manageable at ~1.4× EBITDA and contingent payments are largely self-funded. Although 1H earnings dipped, the 10-for-1 split broadens liquidity and could attract retail flow. I view the filing as incrementally positive and remain overweight given stable fundamentals and shareholder-friendly policies.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2025

JAMES RIVER GROUP HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

Bermuda			001-36777			98-0585280
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

Clarendon House, 2 Church Street, Hamilton, Pembroke HM11, Bermuda

(Address of principal executive offices)

(Zip Code)

(441) 295-1422

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐    Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐    Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities 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, par value $0.0002 per share			JRVR			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, 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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2025, the Board of Directors (the “Board”) of James River Group Holdings, Ltd. (the “Company”) appointed Joel D. Cavaness as a director of the Company to fill a vacancy on the Board. Mr. Cavaness was also appointed to serve on the Compensation & Human Capital Committee of the Board.

Mr. Cavaness will be entitled to the compensation that the Company pays its other non-employee directors in the form of cash and equity. For more information on the compensation of the Company’s directors, please refer to the disclosure under the heading “Compensation of Directors” in the Company’s Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 that was filed with the Securities and Exchange Commission on April 29, 2025, which disclosure is incorporated herein by reference.

There are no arrangements or understandings between Mr. Cavaness and any other person pursuant to which he was appointed as a director of the Company. Mr. Cavaness is not a party to any current or proposed transaction with the Company requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The Company is furnishing a copy of the press release it issued on July 24, 2025 as Exhibit 99.1 to Form 8-K, which announced the appointment of Mr. Cavaness as a director of the Board described in Item 5.02 of this Form 8-K.

The information provided pursuant to this Item 7.01, including Exhibit 99.1, is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

The following Exhibit is furnished as a part of this Form 8-K:

Exhibit No.						Description
99.1						Press Release dated July 24, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			JAMES RIVER GROUP HOLDINGS, LTD.
Dated: July 24, 2025			By: /s/ Sarah C. Doran
			Sarah C. Doran
			Chief Financial Officer

FAQ

How much did Coca-Cola Consolidated (COKE) earn in Q2 2025?

COKE posted $187 million in net income, up 8.5% year over year, equal to $2.15 diluted EPS.

What were COKE’s Q2 2025 net sales and growth rate?

Net sales reached $1.86 billion, a 3.3% YoY increase from $1.80 billion in Q2 2024.

How strong is COKE’s balance sheet after the quarter?

Cash and equivalents stand at $1.22 billion; total debt is $1.79 billion, leaving net debt of ~$0.57 billion.

What is the status of COKE’s share repurchase program?

Under the $1 billion authorization started Aug-2024, the company repurchased $34.4 million of stock in Q2 2025.

When did COKE complete its 10-for-1 stock split?

The split was approved on 13-May-25; additional shares were distributed 23-May-25 and began trading split-adjusted 27-May-25.