Kestrel Group (KG) awards 2025–2026 restricted shares to key executives

Rhea-AI Filing Summary

Kestrel Group Ltd is updating its executive compensation with new restricted share awards. On March 10, 2026, the Compensation Committee approved RSAs of $650,000 each for Terry Ledbetter, Bradford Ledbetter, and Haveron for fiscal year 2026 under the 2025 Equity Incentive Plan.

The Committee also approved RSAs of $1,300,000 each for these executives for fiscal year 2025 because they received no equity awards for that year when other employees did. The 2025 RSAs to be granted on March 18, 2026 vest partly on grant and over two years, while the 2026 RSAs vest over three years. Performance-based equity awards previously granted to Haveron under Maiden Holdings’ plan were reviewed and cancelled for no consideration.

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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):

March 16, 2026 (March 10, 2026 )

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,

Pembroke HM08, 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:

☐

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

☐

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

☐

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

☐

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

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

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On March 10, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Kestrel Group Ltd, a Bermuda company (the “Company”) approved restricted share awards (“RSAs”) in the amount of $650,000 to each of Mr. Terry Ledbetter, Mr. Bradford Ledbetter, and Mr. Haveron pursuant to the Kestrel Group Ltd. 2025 Equity Incentive Plan for fiscal year 2026. The Committee also approved RSAs in the amount of $1,300,000 each to Mr. Terry Ledbetter, Mr. Bradford Ledbetter, and Mr. Haveron for fiscal year 2025 because the Executives did not receive equity awards in respect of fiscal year 2025 when such awards were granted to other Company employees. The 2025 RSAs to be granted on March 18, 2026 will vest in substantially equal installments with the first installment vesting on the date of grant and the remaining installments on the first two anniversaries of the date of grant. The 2026 RSAs to be granted on March 18, 2026 will vest in substantially equal installments on the first three anniversaries of the date of grant. The description of the RSAs is qualified in its entirety by reference to the form of Restricted Share Award which is included as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the Securities and Exchange Commission on November 5, 2025, and is incorporated in this Item 5.02 by reference.

Prior to our business combination with Maiden Holdings, Ltd. (“Maiden”), Mr. Haveron received certain performance-based equity awards pursuant to the Maiden equity incentive plan. The Committee reviewed the terms of those Maiden equity awards on March 10, 2026 and concluded that the awards were no longer capable of vesting or being earned, therefore Mr. Haveron’s Maiden equity awards were cancelled for no consideration.

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:			March 16, 2026						Kestrel Group Ltd
						By:			/s/ Bradford Luke Ledbetter
						Name:			Bradford Luke Ledbetter
						Title:			Chief Executive Officer

FAQ

What executive equity awards did Kestrel Group (KG) approve in March 2026?

Kestrel Group’s Compensation Committee approved new restricted share awards on March 10, 2026. Three executives each received RSAs of $650,000 for fiscal 2026 and $1,300,000 for fiscal 2025, all under the Kestrel Group Ltd. 2025 Equity Incentive Plan.

Why did Kestrel Group (KG) grant additional 2025 RSAs to executives?

The Committee granted extra 2025 RSAs because the three executives received no equity awards for fiscal year 2025 when other company employees did. Each of Terry Ledbetter, Bradford Ledbetter, and Haveron is receiving $1,300,000 in restricted share awards for that year.

How do the new Kestrel Group (KG) restricted share awards vest?

The 2025 RSAs to be granted on March 18, 2026 vest in substantially equal installments, starting on the grant date and on the next two anniversaries. The 2026 RSAs granted the same day vest in substantially equal installments on the first three anniversaries of the grant date.

What happened to Haveron’s Maiden Holdings performance-based equity awards?

The Compensation Committee reviewed Haveron’s performance-based equity awards from Maiden Holdings’ equity incentive plan on March 10, 2026. It concluded those awards were no longer capable of vesting or being earned, so they were cancelled in full with no consideration paid to Haveron.

Which plan governs the new Kestrel Group (KG) executive RSAs?

All newly approved restricted share awards for the three executives are issued under the Kestrel Group Ltd. 2025 Equity Incentive Plan. The specific terms follow the form of Restricted Share Award filed as Exhibit 10.1 to the company’s Form 10-Q for the quarter ended September 30, 2025.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB