JRVR (JRVR) CEO logs tax-withheld stock dispositions tied to RSU vesting

Rhea-AI Filing Summary

James River Group Holdings, Inc. Chief Executive Officer Frank D'Orazio reported two tax-related share dispositions of common stock. On March 1, 2026, the company withheld 2,332 shares at $7.00 per share tied to 6,209 vested restricted share units and 6,030 shares at $7.00 per share tied to 16,439 vested restricted share units. After these tax-withholding transactions, he directly owned 408,262 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^*

D'Orazio Frank

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		F		2,332(1)	D	$7	414,292	D
Common Stock	03/01/2026		F		6,030(2)	D	$7	408,262	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 6,209 restricted share units on March 1, 2026.

2. The shares disposed of were withheld by James River Group Holdings, Inc. for payment of the tax liability incident to the vesting of 16,439 restricted share units on March 1, 2026.

Remarks:

	/s/ Jeanette L. Miller, Attorney-in-fact for Frank D'Orazio	03/03/2026
	** 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 transaction did JRVR CEO Frank D'Orazio report on March 1, 2026?

JRVR CEO Frank D'Orazio reported two tax-withholding dispositions of common stock on March 1, 2026. The company withheld shares to satisfy tax liabilities from vesting restricted share units rather than an open-market sale initiated for investment reasons.

How many James River Group (JRVR) shares were disposed of for tax withholding?

A total of 8,362 JRVR common shares were disposed of for tax withholding. This comprised 2,332 shares and 6,030 shares withheld by the company to cover tax liabilities associated with the vesting of two restricted share unit awards.

At what price were the JRVR shares valued for the CEO’s tax-withholding disposition?

The JRVR shares used for the CEO’s tax-withholding disposition were valued at $7.00 per share. This price applied to both lots of 2,332 and 6,030 common shares withheld to satisfy tax obligations upon restricted share unit vesting.

How many JRVR shares does CEO Frank D'Orazio own after these transactions?

After the reported tax-withholding transactions, CEO Frank D'Orazio directly owns 408,262 JRVR common shares. His holdings declined only by the number of shares withheld by the company to cover tax liabilities from vesting restricted share units.

Were the JRVR CEO’s Form 4 transactions open-market sales or tax withholding?

The JRVR CEO’s Form 4 transactions were tax-withholding dispositions, not open-market sales. Shares were withheld by James River Group Holdings, Inc. to pay tax liabilities related to the vesting of restricted share units on March 1, 2026.

What restricted share unit vestings triggered the JRVR CEO’s tax-withholding dispositions?

The tax-withholding dispositions were triggered by vesting of 6,209 and 16,439 restricted share units. For each vesting event, James River Group Holdings, Inc. withheld a portion of the resulting common shares to cover the CEO’s associated tax liabilities.