JRVR executive Hoffmann gains stock from award while shares withheld for tax

Rhea-AI Filing Summary

James River Group Holdings, Inc. senior vice president and chief underwriting officer Michael J. Hoffmann reported equity compensation activity in company common stock. On March 2, 2026, he acquired 6,247 shares at no cost from the vesting and settlement of performance-based restricted share units granted in fiscal 2023 under the 2014 Long-Term Incentive Plan.

On the same date, 1,853 shares were disposed of at $7.13 per share, withheld by the company to satisfy tax liabilities tied to the vesting. After these transactions, Hoffmann directly owned 96,936 common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hoffmann Michael J.

(Last) (First) (Middle)

C/O JAMES RIVER GROUP HOLDINGS, INC.

1414 RALEIGH ROAD, SUITE 405

(Street)

CHAPEL HILL NC 27517

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
James River Group Holdings, Inc. [ JRVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP Chief Underwriting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		A		6,247(1)	A	$0	98,789	D
Common Stock	03/02/2026		F		1,853(2)	D	$7.13	96,936	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares acquired from the vesting and settlement of performance-based restricted share units granted in fiscal year 2023 pursuant to James River Group Holdings, Inc.'s 2014 Long-Term Incentive Plan, as amended, exempt under Rule 16b-3.

2. The shares disposed of were withheld by James River Group Holdings, Inc. for the payment of the tax liability incident to the vesting of 6,247 performance-based restricted share units on March 2, 2026.

Remarks:

	/s/ Jeanette L. Miller, Attorney-in-fact for Michael J. Hoffmann	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did JRVR executive Michael Hoffmann report?

Michael Hoffmann reported a stock award vesting and related tax withholding. He acquired 6,247 James River Group common shares from performance-based restricted share units, and 1,853 shares were withheld by the company at $7.13 per share to cover associated tax liabilities.

How many JRVR shares did Michael Hoffmann acquire in the latest Form 4?

He acquired 6,247 common shares through vesting of performance-based restricted share units. These units were granted in fiscal year 2023 under James River Group’s 2014 Long-Term Incentive Plan, reflecting equity compensation rather than an open-market stock purchase.

Why were some JRVR shares disposed of in Michael Hoffmann’s filing?

1,853 shares were disposed of to cover taxes on the vesting. James River Group withheld these common shares at $7.13 per share to pay the tax liability arising from the vesting of 6,247 performance-based restricted share units on March 2, 2026.

What is Michael Hoffmann’s JRVR share ownership after these transactions?

After the reported transactions, Michael Hoffmann directly owns 96,936 James River Group common shares. This balance reflects the 6,247-share award vesting, net of the 1,853 shares withheld by the company to satisfy the related tax obligations on March 2, 2026.

Were Michael Hoffmann’s JRVR transactions open-market buys or sells?

The transactions involved equity compensation and tax withholding, not open-market trading. Shares were acquired via vesting of performance-based restricted share units and disposed of when James River Group withheld shares to pay the tax liability linked to that vesting event.