JRVR executive (JRVR) has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

James River Group Holdings, Inc. reported that executive Todd Randell Sutherland, President of the E&S Lines segment, had 937 shares of common stock withheld at $6.13 per share to cover tax obligations.

The withholding was tied to the vesting of 3,111 restricted share units on May 4, 2026. After this routine tax-withholding disposition, Sutherland directly owns 95,293 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sutherland Todd Randell

Role President, E&S Lines Segment

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	937	$6.13	$6K

Holdings After Transaction: Common Stock — 95,293 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 937 shares Withholding price per share: $6.13 per share Direct holdings after transaction: 95,293 shares +1 more

4 metrics

Shares withheld for taxes 937 shares Withheld for tax liability on RSU vesting May 4, 2026

Withholding price per share $6.13 per share Value assigned to withheld common stock

Direct holdings after transaction 95,293 shares Common stock directly owned after tax withholding

RSUs vested 3,111 units Restricted share units vested on May 4, 2026

Key Terms

restricted share units, tax liability, withheld, tax-withholding disposition

4 terms

restricted share units financial

"the vesting of 3,111 restricted share units on May 4, 2026"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

tax liability financial

"for payment of the tax liability incident to the vesting"

withheld financial

"The shares disposed of were withheld by James River Group Holdings, Inc."

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sutherland Todd Randell

(Last) (First) (Middle)

C/O JAMES RIVER GROUP HOLDINGS, INC.

1414 RALEIGH ROAD, SUITE 405

(Street)

CHAPEL HILL NORTH CAROLINA 27517

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	President, E&S Lines Segment

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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

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

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

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	05/04/2026		F		937(1)	D	$6.13	95,293	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 3,111 restricted share units on May 4, 2026.

Remarks:

	/s/ Jeanette L. Miller, Attorney-in-fact for Todd R. Sutherland	05/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did JRVR executive Todd Randell Sutherland report on this Form 4?

Todd Randell Sutherland reported a tax-withholding disposition of 937 JRVR shares. The shares were withheld by James River Group Holdings, Inc. to pay taxes arising from the vesting of 3,111 restricted share units on May 4, 2026, rather than sold in the open market.

How many James River Group (JRVR) shares does the executive hold after this Form 4 transaction?

After the transaction, Sutherland directly holds 95,293 JRVR common shares. Only 937 shares were disposed of through withholding for tax liabilities, while the remainder of his stake continues to be held directly, reflecting a largely unchanged ownership position following the RSU vesting event.

Was the JRVR Form 4 transaction a market sale of shares or tax withholding?

The Form 4 transaction reflects tax withholding, not a market sale. James River Group Holdings, Inc. withheld 937 shares at $6.13 per share to satisfy Sutherland’s tax liability tied to 3,111 restricted share units that vested on May 4, 2026.

What price per share was used for the JRVR shares withheld for taxes on this Form 4?

The shares withheld for tax purposes were valued at $6.13 per share. This price applied to the 937 JRVR common shares retained by the company to cover the tax liability associated with the vesting of Sutherland’s 3,111 restricted share units.

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

The disposition was triggered by the vesting of 3,111 restricted share units. When these RSUs vested on May 4, 2026, James River Group Holdings, Inc. withheld 937 common shares from Sutherland to pay the related tax liability, as disclosed in the Form 4 footnote.