JRVR (JRVR) CEO D'Orazio gets RSU shares, withholds stock to pay taxes

Rhea-AI Filing Summary

James River Group Holdings, Inc. chief executive officer Frank D'Orazio reported equity compensation activity involving company common stock. He acquired 13,597 shares with no cash payment, from the vesting and settlement of performance-based restricted share units granted under the 2014 Long-Term Incentive Plan. On the same date, 4,793 shares were disposed of at $7.13 per share, withheld by the company to cover tax liabilities tied to the vesting. Following these transactions, he directly held 417,066 shares of common stock.

Insights

Equity Compensation Analyst

Routine CEO equity vesting with tax withholding; no open-market buying or selling.

The filing shows Frank D'Orazio, CEO of James River Group Holdings, Inc., receiving 13,597 common shares from vesting of performance-based restricted share units granted in fiscal year 2023 under the company’s long-term incentive plan, with no cash consideration.

A portion of these vested shares, 4,793, was simultaneously withheld at $7.13 per share to satisfy tax obligations associated with the vesting. This is recorded as a disposition but reflects administrative tax withholding rather than an open-market sale.

After the grant and tax withholding, D'Orazio directly owned 417,066 common shares. The activity appears to be standard executive compensation and tax treatment, without indications of discretionary buying or selling decisions beyond the vesting event.

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

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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)
03/02/2026

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		13,597(1)	A	$0	421,859	D
Common Stock	03/02/2026		F		4,793(2)	D	$7.13	417,066	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 13,597 performance-based restricted share units on March 2, 2026.

Remarks:

	/s/ Jeanette L. Miller, Attorney-in-fact for Frank D'Orazio	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did JRVR CEO Frank D'Orazio report on March 2, 2026?

Frank D'Orazio reported the vesting of 13,597 performance-based restricted share units into common stock, with no cash paid, and the withholding of 4,793 shares at $7.13 each to cover related tax liabilities. These movements reflect equity compensation, not open-market trading.

Were the recent JRVR insider transactions open-market buys or sells?

The transactions were not open-market trades. Shares were acquired through vesting of performance-based restricted share units and a portion was disposed of solely as share withholding by the company to pay associated tax liabilities, a common administrative treatment for equity awards.

How many JRVR shares did the CEO acquire from equity awards in this Form 4?

The CEO acquired 13,597 shares of James River Group common stock from the vesting and settlement of performance-based restricted share units granted in fiscal year 2023 under the company’s 2014 Long-Term Incentive Plan, as amended, with the acquisition exempt under Rule 16b-3.

How many JRVR shares were withheld for taxes in the CEO’s latest filing?

A total of 4,793 common shares were disposed of by being withheld by James River Group Holdings, Inc. at $7.13 per share to satisfy tax liabilities arising from the vesting of 13,597 performance-based restricted share units on March 2, 2026, according to the Form 4 footnote.

What is Frank D'Orazio’s direct JRVR share ownership after these transactions?

After the reported vesting and tax-withholding disposition, Frank D'Orazio directly held 417,066 shares of James River Group Holdings, Inc. common stock. This figure reflects his direct ownership immediately following both the grant-related acquisition and the administrative share withholding transaction recorded on the same date.

What plan governed the JRVR CEO’s performance-based restricted share units that vested?

The performance-based restricted share units that vested into 13,597 common shares were granted in fiscal year 2023 under James River Group Holdings, Inc.'s 2014 Long-Term Incentive Plan, as amended. The acquisition is described as exempt under Rule 16b-3 in the Form 4 footnotes.