Welcome to our dedicated page for James River Group Holdings SEC filings (Ticker: JRVR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
James River Group Holdings, Inc. filings document a specialty insurance holding company's results, governance actions and corporate-status changes. Recent Form 8-K reports include quarterly and annual financial results, cash dividend declarations, investor presentations and Regulation FD materials tied to its Excess and Surplus Lines and Specialty Admitted Insurance operations.
The filing record also covers board and executive-compensation matters, amendments to the company's Code of Conduct, and the completed domestication from Bermuda to Delaware. Those corporate-status filings describe the name change to James River Group Holdings, Inc. and the conversion of common shares into Delaware common stock.
James River Group Holdings, Ltd. filed a Form S-8 to register securities for issuance under the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan, as Amended. This administrative filing incorporates the company’s latest Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Reports for the first three quarters of 2025, and multiple 2025 Current Reports on Form 8-K by reference.
The company identifies itself as an accelerated filer and outlines standard Bermuda law and company bye-law indemnification protections for directors and officers, along with related opinions and consents listed among the exhibits. The agent for service is named as Jeanette Miller in Chapel Hill, North Carolina.
James River Group Holdings (JRVR) reported Q3 2025 results showing a return to modest profitability from continuing operations and stronger capital. Net income was $1.0 million, compared with a net loss of $39.4 million a year ago, as losses and loss adjustment expenses fell and underwriting reserve development was slightly favorable. After preferred dividends, net loss available to common shareholders was $0.9 million and diluted EPS was $(0.02). The quarter included a $11.7 million other comprehensive income gain from investment marks.
For the first nine months of 2025, net income totaled $15.4 million versus a loss in 2024, with net earned premiums of $452.9 million and net investment income of $62.4 million. Operating cash flow was $8.0 million year‑to‑date. Shareholders’ equity rose to $503.6 million as of September 30, 2025, up from $460.9 million at year‑end. Senior debt increased to $225.8 million. The company recorded a $0.6 million loss in the quarter related to the prior sale of JRG Re and paid related post‑closing adjustments earlier in 2025. Common shares outstanding were 45,965,839 as of November 3, 2025.
James River Group Holdings (JRVR) announced financial results for the quarter ended September 30, 2025 via a furnished press release (Exhibit 99.1).
The Board declared a cash dividend of $0.01 per common share, payable on December 31, 2025 to shareholders of record on December 15, 2025. The press release was furnished under Item 2.02 and is not deemed filed under Section 18 of the Exchange Act.
James River Group Holdings (JRVR) reported shareholder actions from its October 23, 2025 annual meeting. Shareholders approved amendments increasing shares authorized under the 2014 Long‑Term Incentive Plan by 1,650,000 common shares and under the 2014 Non‑Employee Director Incentive Plan by 225,000 common shares. These plans fund equity awards for employees and directors.
All eight director nominees were elected. Ernst & Young LLP was re‑appointed as independent auditor. The advisory vote on 2024 executive compensation passed. Proposal vote tallies included: LTIP amendment 31,952,386 for, 1,321,466 against, 775,552 abstain; Non‑Employee Director Plan amendment 22,211,899 for, 11,061,954 against, 775,551 abstain; auditor re‑appointment 39,457,032 for, 186,895 against, 43,666 abstain. These results reflect routine governance approvals alongside added equity capacity for compensation programs.
James River Group Holdings, Ltd. (JRVR) is soliciting proxies for its 2025 Annual General Meeting to be held October 23, 2025 in Bermuda, with a record date of September 3, 2025. Shareholders will vote on five proposals including the election of eight directors, re-appointment of Ernst & Young LLP as auditor, an advisory vote on 2024 executive compensation, and amendments to the 2014 Long-Term Incentive and Non-Employee Director Incentive Plans.
The proxy statement discloses board composition and governance practices, director nominees and committee assignments, executive compensation policies for 2024 and material strategic actions completed in 2024: sale of JRG Reinsurance Company Ltd.; a $160.0 million loss portfolio transfer and adverse development cover (E&S ADC); a $12.5 million equity investment by Enstar plus a $75.0 million E&S Top Up ADC; and conversion of $37.5 million of Series A Preferred Shares to common. Operational highlights include Excess & Surplus Lines gross written premium exceeding $1.0 billion for a second consecutive year, a 9.0% renewal rate change for 2024, a 10.8% increase in net investment income, and a Specialty Admitted Insurance combined ratio of 92.2% for 2024.
James River Group Holdings, Ltd. reported that William K. Bowman, President and Chief Executive Officer of the Company’s Specialty Admitted segment, plans to retire on September 30, 2025. To ensure continuity in that business, the Company has named Lisa Binnie as his successor as President of the Specialty Admitted segment, effective September 1, 2025, creating a one‑month overlap for an orderly transition of duties.
James River Group Holdings, Ltd. filed a shelf registration on Form S-3 to register for resale up to 21,334,134 common shares held by selling shareholders, principally GPC Partners Investments (Thames) LP (the "GP Investor") and Cavello Bay Reinsurance Limited (the "Enstar Investor"). The filing implements the registrant's obligations under registration rights agreements related to prior private placements, including a $150,000,000 Series A preferred issuance and a December 23, 2024 private placement of common shares.
The prospectus states these selling shareholders may offer shares from time to time at varying prices and terms, that the company will not receive proceeds from resales, and that as of August 14, 2025 the last reported Nasdaq close was $5.86 per share. The filing discloses conversion mechanics for Series A Preferred Shares, an assumed conversion into 13,521,634 common shares on an as-converted basis for calculation purposes, and notes applicable conversion and ownership limitations.
James River Group Holdings, Ltd. proposes to domesticate from Bermuda to Delaware, expected to be effective on or around November 7, 2025. The prospectus registers 59,438,087 shares of common stock to reflect the change. On the Effective Time each outstanding James River Bermuda common share will automatically convert by operation of law into an equivalent share of James River Delaware common stock and outstanding equity awards will correspondingly convert.
The board says the Domestication aims to simplify corporate structure, produce operating cost savings and potentially increase U.S. institutional ownership and liquidity; the company will keep the JRVR ticker. No shareholder vote or statutory appraisal rights are required under Bermuda or Delaware law. The prospectus warns of material tax consequences, including potential changes to the company’s effective U.S. tax rate, the application of Section 367(b) rules, and possible PFIC-related tax treatment for certain U.S. holders, plus differences in shareholder rights and increased exposure to Delaware-class actions.
Zimmer Partners and affiliated entities report beneficial ownership of 2,985,810 common shares of James River Group Holdings, Ltd., representing approximately 6.5% of the outstanding common stock based on 45,895,335 shares outstanding. The disclosed position is held with shared voting and shared dispositive power; no reporting person claims sole voting or sole dispositive power over these shares. The interest is held through Zimmer accounts managed by the Investment Manager and related entities.
The filing includes a certification that the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer. Reporting Persons are identified as Zimmer Partners, LP; Zimmer Financial Services Group LLC; Zimmer Partners GP, LLC; and Stuart J. Zimmer.
James River Group Holdings, Ltd. (JRVR) furnished its second quarter 2025 investor presentation as Exhibit 99.1 to a Current Report on Form 8-K. The company says it will use the presentation in meetings with investors and analysts and will post the slides on its investor relations website. The disclosure is expressly furnished, not filed, and therefore is not incorporated by reference into other SEC filings. This notice provides investors access to the company’s latest investor materials but does not contain financial statements or new operational metrics.