JRVR (JRVR) executive reports tax-withholding share dispositions on RSU vesting

Rhea-AI Filing Summary

James River Group Holdings, Inc. executive Michael J. Hoffmann reported two tax-related share dispositions tied to restricted stock vesting. On March 1, 2026, a total of 1,274 shares of common stock at $7.00 per share were withheld to cover taxes on 2,853 vesting restricted share units. On the same date, an additional 3,357 shares at $7.00 per share were withheld to cover taxes on 7,517 vesting restricted share units. After these tax-withholding dispositions, Hoffmann directly held 92,542 shares of common stock.

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)
03/01/2026

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		1,274(1)	D	$7	95,899	D
Common Stock	03/01/2026		F		3,357(2)	D	$7	92,542	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 2,853 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 7,517 restricted share units on March 1, 2026.

Remarks:

	/s/ Jeanette L. Miller, Attorney-in-fact for Michael J. Hoffmann	03/03/2026
	** 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).
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FAQ

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

Michael J. Hoffmann reported tax-withholding share dispositions, not open-market sales. Shares were withheld by James River Group Holdings, Inc. to cover tax liabilities arising from vesting restricted share units, as disclosed for transactions on March 1, 2026.

How many JRVR shares were disposed of for tax withholding on March 1, 2026?

On March 1, 2026, a total of 1,274 and 3,357 JRVR common shares were disposed of through withholding. These withholdings covered tax liabilities related to vesting tranches of 2,853 and 7,517 restricted share units, respectively.

At what price were the JRVR shares withheld for Michael J. Hoffmann’s taxes?

The withheld JRVR common shares were valued at $7.00 per share. This price applied to both tax-withholding dispositions reported, covering shares used to pay the tax liabilities on Hoffmann’s vesting restricted share units.

How many JRVR shares does Michael J. Hoffmann hold after these transactions?

After the March 1, 2026 tax-withholding dispositions, Michael J. Hoffmann directly holds 92,542 JRVR common shares. This post-transaction balance reflects both withholding events disclosed in the Form 4 insider filing.

Were Michael J. Hoffmann’s JRVR transactions open-market sales or tax withholdings?

The transactions were tax-withholding dispositions, not open-market sales. Shares were withheld by James River Group Holdings, Inc. to satisfy tax liabilities associated with the vesting of Hoffmann’s restricted share units.