[8-K] Kestrel Group Ltd Reports Material Event

Rhea-AI Filing Summary

Kestrel Group Ltd (KG) announced that its subsidiary Genesis Legacy Solutions, Inc. is in arbitration with a ceding company over a reinsurance agreement that includes reinsurance premium protection coverage with aggregate limits of approximately $25.0 million and adverse development coverage with remaining aggregate limits of $25.5 million. GLS alleges multiple breaches of the agreement and material misrepresentations and is seeking full rescission, recovery of previously paid losses, and other relief, while the cedant disputes these assertions.

GLS has paid net losses of $10.8 million under the premium protection coverage and, as of September 30, 2025, reported liabilities of $4.0 million for that coverage and reserves of $7.5 million for the adverse development coverage, after receiving premiums of $9.7 million and $9.8 million, respectively. The arbitration hearing is complete with a decision likely in the first quarter of 2026. The company states it cannot reasonably estimate any gain or loss and that an adverse outcome could be material to its results of operations or cash flows for a particular period.

Insights

Insurance litigation and risk analyst

Kestrel faces material but unquantified arbitration risk on a reinsurance contract.

Kestrel Group, through Genesis Legacy Solutions, is contesting a reinsurance contract that provides reinsurance premium protection with aggregate limits of about $25.0 million and adverse development coverage with remaining limits of $25.5 million. GLS has already paid net losses of $10.8 million on the premium protection portion and holds liabilities and reserves totaling $11.5 million as of September 30, 2025, against premiums received of roughly $19.5 million across both coverages.

The company is seeking full rescission and recovery of amounts previously paid, while the cedant disputes the allegations and wants the contract to continue. A completed arbitration hearing, with a decision expected in the first quarter of 2026, introduces a binary outcome: GLS may recover up to $10.0 million and be relieved of remaining obligations, or it may need to keep performing and potentially pay additional amounts under both coverages.

The filing explicitly notes that the outcome is uncertain, no gain or loss has been accrued, and an adverse decision could be material to results of operations or cash flows for a particular period. The parental guarantee from Maiden Reinsurance Ltd. links any final obligations directly back to the group, so the ultimate financial impact will depend on the arbitration decision once issued.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 26, 2025 (November 26, 2025)

Kestrel Group Ltd

 (Exact name of registrant as specified in its charter)

Bermuda

001-42668

98-1833921

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11 Bermudiana Road, Suite 1141 Hamilton HM 08, Bermuda

(Address of principal executive offices and zip code)

(441) 298-4900

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading symbol(s)

Name of Each Exchange on Which Registered

Common Shares, par value $0.01 per share

KG

NASDAQ Capital Market

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Item 8.01 Other Events.

On November 26, 2025, the Company reported that a subsidiary of Genesis Legacy Solutions, Inc. (“GLS”), pursuant to the terms of the reinsurance contract, demanded and is currently engaged in an arbitration with one of its ceding companies. Under the subject reinsurance agreement, GLS provides the ceding company in question with (i) reinsurance premium protection (“RPP”) coverage with aggregate limits of approximately $25.0 million, and (ii) adverse development coverage (“ADC”) with remaining aggregate limits of $25.5 million.

GLS is asserting that the cedant has committed multiple breaches of the reinsurance agreement, along with other material misrepresentations. Based on these assertions, GLS is seeking full rescission of the reinsurance agreement and related relief, including the ability to recoup losses previously paid, and has denied payment of certain invoices for contractual performance pending the outcome of this arbitration.

GLS has previously paid net losses of $10.8 million related to the RPP coverage. GLS has not paid any losses subject to the ADC coverage of the reinsurance agreement in question. As of September 30, 2025, GLS has liabilities of $4.0 million subject to the RPP coverage and $7.5 million in reserves for the ADC coverage. GLS received premiums totaling $9.7 million and $9.8 million for the RPP and ADC coverages, respectively.

GLS is vigorously pursuing its claims for rescission and recovery of amounts previously paid. The matter is currently proceeding in arbitration, and an arbitration hearing has now been completed with a decision likely in the first quarter of 2026. The cedant disputes GLS assertions, denying that it breached the agreement, and seeks to continue the contract in full force.

The outcome of the arbitration is inherently uncertain. If GLS is successful, it may be entitled to recover up to $10.0 million in losses previously paid and may be relieved of its remaining obligations under the reinsurance agreement in addition to other requested relief. If GLS is unsuccessful, GLS may be required to continue performing under the contract, including potentially paying additional amounts under the RPP coverage, subject to a cap, and being liable for additional amounts under the ADC coverage. The Company's subsidiary Maiden Reinsurance Ltd. has provided a parental guarantee to guarantee the performance and obligations of GLS as finally determined in connection with the arbitration.

At this time, the Company cannot reasonably estimate the amount or range of any gain or loss that may result from this matter. Accordingly, no accrual or gain contingency has been recorded in the Company’s reserves and other liabilities. An adverse outcome could be material to the Company’s results of operations or cash flows for a particular period.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

Date:			November 26, 2025			Kestrel Group Ltd
						By:			/s/ Bradford Luke Ledbetter
						Name:			Bradford Luke Ledbetter
						Title:			Chief Executive Officer

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FAQ

What arbitration did Kestrel Group (KG) disclose involving Genesis Legacy Solutions?

Kestrel Group reported that its subsidiary Genesis Legacy Solutions, Inc. is in arbitration with a ceding company over a reinsurance agreement, alleging breaches and material misrepresentations while the cedant disputes these assertions.

What are the coverage limits involved in Kestrel Groups disputed reinsurance contract?

The contract provides reinsurance premium protection coverage with aggregate limits of approximately $25.0 million and adverse development coverage with remaining aggregate limits of $25.5 million.

How much has Kestrel Groups GLS paid and reserved under the disputed reinsurance agreement?

GLS has paid net losses of $10.8 million under the premium protection coverage and, as of September 30, 2025, reports liabilities of $4.0 million for that coverage and reserves of $7.5 million for the adverse development coverage.

What premiums has Kestrel Group received under the reinsurance premium protection and adverse development coverages?

GLS received premiums totaling $9.7 million for the reinsurance premium protection coverage and $9.8 million for the adverse development coverage under the disputed reinsurance agreement.

What potential financial outcomes did Kestrel Group outline from the arbitration?

If GLS is successful, it may recover up to $10.0 million in previously paid losses and be relieved of remaining obligations, while an unsuccessful outcome could require continued performance and additional payments under the coverages, with an adverse result potentially material to results of operations or cash flows for a period.

When is a decision in Kestrel Groups arbitration expected?

The arbitration hearing has been completed, and Kestrel Group indicated that a decision is likely in the first quarter of 2026.

What guarantee supports Genesis Legacy Solutions obligations in this dispute?

Kestrel Group stated that its subsidiary Maiden Reinsurance Ltd. has provided a parental guarantee covering the performance and obligations of Genesis Legacy Solutions, Inc. as finally determined in connection with the arbitration.