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

Rhea-AI Filing Summary

James River Group Holdings (JRVR)

All eight director nominees were elected. Ernst & Young LLP was re‑appointed as independent auditor. The advisory vote on 2024 executive compensation passed. Proposal vote tallies included: LTIP amendment 31,952,386 for, 1,321,466 against, 775,552 abstain; Non‑Employee Director Plan amendment 22,211,899 for, 11,061,954 against, 775,551 abstain; auditor re‑appointment 39,457,032 for, 186,895 against, 43,666 abstain. These results reflect routine governance approvals alongside added equity capacity for compensation programs.

Insights

Corporate governance analyst

Routine annual meeting approvals with added equity plan capacity.

Shareholders approved expanding equity pools by 1,650,000 LTIP shares and 225,000 director plan shares on October 23, 2025. These pools support future stock‑based awards and do not themselves issue shares immediately.

Director slate and auditor re‑appointment passed with comfortable margins, and say‑on‑pay was approved. Actual dilution, if any, depends on future grants under the plans as authorized.

10/24/2025 - 04:05 PM

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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): October 23, 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.

At the 2025 annual general meeting of shareholders (the “Annual Meeting”) of James River Group Holdings, Ltd. (the “Company”) held on October 23, 2025, the Company’s shareholders approved an amendment (the “Fourth Amendment”) to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (the “2014 LTIP”). The Fourth Amendment increases the number of the Company’s common shares authorized for issuance under the 2014 LTIP by 1,650,000 common shares.

At the Annual Meeting, the Company’s shareholders also approved an amendment (the “Third Amendment”) to the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan (the “Non-Employee Director Plan”). The Third Amendment increases the number of the Company’s common shares authorized for issuance under the Non-Employee Director Plan by 225,000 common shares.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s shareholders elected each of Matthew B. Botein, Thomas L. Brown, Joel D. Cavaness, Frank N. D’Orazio, Kirstin M. Gould, Dennis J. Langwell, Christine LaSala and Peter B. Migliorato for a one-year term to hold office until the 2026 annual general meeting of shareholders. The Company’s shareholders also approved (i) the re-appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor to serve until the 2026 annual general meeting of shareholders and authorization of our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration, (ii) the 2024 compensation of the Company’s named executive officers on a non-binding, advisory basis, (iii) the amendment of the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan and (iv) the amendment of the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan.

The following is a summary of the voting results for each matter presented to the shareholders at the Annual Meeting:

Proposal 1 – Election of Directors:

Director						For			Against			Abstain			Broker Non-Votes
1a. Matthew B. Botein						33,643,684			368,380			37,340			5,638,189
1b. Thomas L. Brown						33,627,700			384,364			37,340			5,638,189
1c. Joel D. Cavaness						33,692,289			319,775			37,340			5,638,189
1d. Frank N. D’Orazio						33,564,369			452,695			32,340			5,638,189
1e. Kirstin M. Gould						32,750,395			1,199,151			99,858			5,638,189
1f. Dennis J. Langwell						33,642,578			370,634			36,192			5,638,189
1g. Christine LaSala						33,300,790			717,434			31,180			5,638,189
1h. Peter B. Migliorato						33,521,518			490,547			37,339			5,638,189

Proposal 2 - The re-appointment of Ernst & Young LLP.

For			Against			Abstain			Broker Non-Votes
39,457,032			186,895			43,666			0

Proposal 3 - The approval of the 2024 compensation of our named executive officers.

For			Against			Abstain			Broker Non-Votes
21,090,315			12,177,107			781,982			5,638,189

Proposal 4 - The approval of an amendment to the 2014 LTIP.

For			Against			Abstain			Broker Non-Votes
31,952,386			1,321,466			775,552			5,638,189

Proposal 5 - The approval of an amendment to the Non-Employee Director Plan.

For			Against			Abstain			Broker Non-Votes
22,211,899			11,061,954			775,551			5,638,189

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

The following Exhibits are furnished as a part of this Form 8-K:

Exhibit No.						Description
10.1						Fourth Amendment to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan
10.2						Third Amendment to the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan
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: October 24, 2025			By: /s/ Jeanette Miller
			Jeanette Miller
			Chief Legal Officer

FAQ

What did JRVR shareholders approve at the 2025 annual meeting?

They approved amendments adding 1,650,000 LTIP shares and 225,000 director plan shares, elected eight directors, re‑appointed Ernst & Young LLP, and approved 2024 executive pay.

How did the votes break down for JRVR’s LTIP amendment (JRVR)?

The LTIP amendment received 31,952,386 for, 1,321,466 against, and 775,552 abstentions.

What were the results for JRVR’s Non‑Employee Director Plan amendment?

The amendment received 22,211,899 for, 11,061,954 against, and 775,551 abstentions.

Was JRVR’s auditor re‑appointed and by what margin?

Yes. Ernst & Young LLP received 39,457,032 for, 186,895 against, and 43,666 abstentions.

Does the equity plan approval immediately issue JRVR shares?

No. It authorizes up to 1,650,000 LTIP and 225,000 director plan shares for future awards; actual issuances occur upon future grants/vesting.