JRVR (NASDAQ: JRVR) SVP’s 8,939 shares withheld to cover RSU tax

Rhea-AI Filing Summary

James River Group Holdings, Inc. reported an insider equity transaction by SVP and Chief Underwriting Officer Michael J. Hoffmann. On March 5, 2026, 8,939 shares of common stock were disposed of at $6.44 per share, not as an open‑market sale but as a tax-withholding disposition.

According to the footnote, these shares were withheld by James River Group Holdings, Inc. to satisfy the tax liability triggered by the vesting of 20,018 restricted share units on the same date. After this withholding, Hoffmann’s directly held stake totaled 120,796 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)
03/05/2026

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	03/05/2026		F		8,939(1)	D	$6.44	120,796	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. The shares disposed of were withheld by James River Group Holdings, Inc. for payment of the tax liability incident to the vesting of 20,018 restricted share units on March 5, 2026.

Remarks:

	/s/ Jeanette L. Miller, Attorney-in-fact for Michael J. Hoffmann	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did JRVR executive Michael J. Hoffmann report?

Michael J. Hoffmann reported a disposition of 8,939 JRVR common shares. The shares were withheld by James River Group Holdings, Inc. to cover taxes arising from the vesting of 20,018 restricted share units on March 5, 2026.

Was the JRVR insider transaction an open-market sale of shares?

No, the JRVR insider transaction was a tax-withholding disposition, coded “F.” The company withheld 8,939 shares from Michael J. Hoffmann to pay tax liabilities tied to restricted share units vesting, rather than selling shares in the open market.

How many JRVR shares were involved in the tax withholding for Hoffmann?

A total of 8,939 JRVR common shares were withheld at $6.44 per share. These shares covered the tax liability created when 20,018 restricted share units vested for executive Michael J. Hoffmann on March 5, 2026.

How many JRVR shares does Michael J. Hoffmann own after this transaction?

Following the tax-withholding disposition, Michael J. Hoffmann directly holds 120,796 JRVR common shares. This figure reflects his ownership after 8,939 shares were withheld by the company to satisfy taxes on vested restricted share units.

What triggered the JRVR tax-withholding disposition reported on Form 4?

The disposition was triggered by the vesting of 20,018 restricted share units for Michael J. Hoffmann. To cover the related tax liability, James River Group Holdings, Inc. withheld 8,939 shares instead of requiring a separate cash payment.

What does transaction code “F” mean in the JRVR Form 4 filing?

Transaction code “F” indicates a payment of tax liability by delivering or withholding securities. In this JRVR filing, 8,939 shares were withheld from Michael J. Hoffmann’s vested stock to satisfy taxes due on his restricted share units.