[Form 4] Kestrel Group, Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey Weissmann, a director of Kestrel Group Ltd (KG), was granted 2,337 restricted common shares on 09/05/2025 under the 2025 Equity Incentive Plan. The shares were issued at a $0 price and are scheduled to vest 100% on the first anniversary of the grant date, meaning Weissmann will own 2,337 shares directly after the grant. The Form 4 was signed on 09/09/2025 and reports the transaction as a non-derivative acquisition by a reporting person who is a director.

Positive

• Restricted shares granted to align director incentives: 2,337 common shares were awarded under the 2025 Equity Incentive Plan
• Clear vesting schedule: shares vest 100% on the first anniversary, creating a retention incentive
• Timely disclosure: Form 4 filed and signed within days of the transaction (09/09/2025)

Negative

• Potential dilution: award increases outstanding shares by 2,337 when vested
• Zero purchase price: shares were issued at $0, representing a full-value grant to the director

Insights

Financial Analyst

TL;DR: Director received 2,337 restricted shares at no cash cost, vesting in one year; routine equity-based compensation with limited near-term market impact.

This Form 4 documents a standard restricted stock grant to a director under the company's 2025 Equity Incentive Plan. The grant size (2,337 shares) and vesting schedule (100% at one year) indicate a single-year retention incentive rather than a multi-year waterfall. The award was issued at a reported price of $0, implying full-value restricted shares rather than a purchase. For investors, the transaction signals director compensation alignment with shareholder outcomes but represents potential dilution equal to 2,337 shares when vested.

Corporate Governance Expert

TL;DR: Governance action is routine: a restricted stock grant to a director with one-year cliff vesting, disclosed timely on Form 4.

The filing meets Section 16 disclosure requirements, showing timely reporting by the director and clear vesting terms: 100% vesting on the first anniversary. The use of restricted shares is a common governance practice to align director incentives. The Form indicates individual filing and direct ownership post-grant. No additional governance changes, option exercises, or derivative transactions are reported.

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

OMB Number:			3235-0287
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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^*

Weissmann Jeffrey

(Last) (First) (Middle)

11 BERMUDIANA ROAD, MAILBOXES SUITE 1141

(Street)

PEMBROKE D0 HM 08

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kestrel Group Ltd [ KG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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 Shares	09/05/2025		A		2,337(1)	A	$0	2,337	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. These restricted shares were granted on September 5, 2025 under the 2025 Equity Incentive Plan and will vest 100% on the first anniversary of the grant date.

Remarks:

	/s/ Jeffrey Weissmann	09/09/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Jeffrey Weissmann report on the Form 4 for Kestrel Group (KG)?

He reported a non-derivative acquisition of 2,337 common shares granted under the 2025 Equity Incentive Plan on 09/05/2025.

At what price were the shares granted to the director?

The Form 4 reports the shares at a $0 price, indicating a restricted stock grant rather than a purchase.

When do the restricted shares vest?

The restricted shares will vest 100% on the first anniversary of the grant date.

Does the Form 4 indicate direct or indirect ownership after the grant?

The filing indicates direct ownership (D) of the 2,337 shares following the reported transaction.

Was the Form 4 filed individually or jointly?

The filing was made by one reporting person (individual filing).