James River Group (JRVR) CEO reports tax-related share withholding

Rhea-AI Filing Summary

James River Group Holdings, Inc. Chief Executive Officer Frank D'Orazio reported a routine tax-related share disposition. On March 5, 2026, 14,128 shares of common stock were withheld at $6.44 per share to cover taxes tied to the vesting of 43,778 restricted share units.

After this withholding, D'Orazio directly owned 546,399 common shares. The transaction was coded as a tax-withholding disposition, indicating no open-market sale of 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)
03/05/2026

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		14,128(1)	D	$6.44	546,399	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 43,778 restricted share units on March 5, 2026.

Remarks:

	/s/ Jeanette L. Miller, Attorney-in-fact for Frank D'Orazio	03/09/2026
	** 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 this Form 4?

Frank D'Orazio reported a routine tax-related share disposition. On March 5, 2026, 14,128 James River Group common shares were withheld to cover tax liabilities triggered by the vesting of 43,778 restricted share units awarded to him.

Was the JRVR CEO’s Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 14,128 James River Group shares were withheld by the company solely to satisfy tax liabilities from vesting restricted share units, as indicated by transaction code F and the accompanying footnote.

How many James River Group shares were withheld and at what price on the Form 4?

The Form 4 shows 14,128 common shares withheld at $6.44 per share. These James River Group shares were applied to cover tax obligations arising when 43,778 restricted share units vested for Chief Executive Officer Frank D'Orazio.

How many JRVR shares does CEO Frank D'Orazio hold after this tax withholding?

Following the reported tax-withholding disposition, Frank D'Orazio directly owns 546,399 James River Group common shares. This figure reflects his direct holdings after 14,128 shares were withheld to satisfy tax liabilities related to vesting restricted share units.

What caused the tax liability that led to the JRVR share withholding?

The tax liability arose from the vesting of 43,778 restricted share units on March 5, 2026. To satisfy this obligation, James River Group withheld 14,128 common shares from CEO Frank D'Orazio instead of requiring a separate cash payment for the taxes.