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

Rhea-AI Filing Summary

Michael J. Hotchkiss, a director of Kestrel Group Ltd (KG), received 2,337 restricted common shares on 09/05/2025 under the 2025 Equity Incentive Plan. The grant price is shown as $0 and the shares are reported as directly owned by Mr. Hotchkiss following the transaction. The restricted shares vest 100% on the first anniversary of the grant date, meaning they will vest on 09/05/2026 if vesting conditions are met. The Form 4 was signed and dated by the reporting person on 09/09/2025.

Positive

• Clear disclosure of the grant date, quantity (2,337 shares), and vesting schedule (100% on first anniversary).
• Director alignment with shareholders via an equity grant that vests over time, indicating retention incentives.

Negative

• No grant-value disclosure or percent of outstanding shares provided in this filing, limiting assessment of dilution or materiality.
• Price reported as $0 without accompanying fair-value details in this form, so financial impact cannot be determined from this document alone.

Insights

Financial Analyst

TL;DR: Director received a small equity grant of 2,337 restricted shares vesting after one year, recorded at $0 exercise price.

The Form 4 documents a non-cash equity award to a company director under the 2025 Equity Incentive Plan. The grant size (2,337 shares) and $0 price indicate restricted stock rather than a purchase; vesting is 100% at one year. Based solely on the filing, this is a routine compensation/retention award with limited immediate dilution and no cash proceeds to the company. The filing does not disclose grant-date fair value, percent of outstanding shares, or any performance conditions, so material impact on financials or shareholder dilution cannot be assessed from this form alone.

Corporate Governance Expert

TL;DR: Routine insider award for a director with time-based vesting; standard governance disclosure completed.

The Form 4 fulfills Section 16 reporting requirements by disclosing a director's receipt of restricted common shares and the vesting schedule. The one-year cliff vesting is a common retention mechanism for directors or executives. The document is complete for Form 4 purposes but lacks context such as board approval details or plan limits, which are typically found in proxy statements or plan documents, not in this filing.

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^*

Hotchkiss Michael

(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/ Michael J. Hotchkiss	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 transaction did Michael J. Hotchkiss report on Form 4 for Kestrel Group (KG)?

He reported receipt of 2,337 restricted common shares under the 2025 Equity Incentive Plan on 09/05/2025.

When do the restricted shares granted to the director vest?

The restricted shares vest 100% on the first anniversary of the grant date, i.e., on 09/05/2026.

What price was reported for the shares on the Form 4?

The transaction lists a $0 price, indicating a restricted stock grant rather than a cash purchase.

How many shares does Michael J. Hotchkiss beneficially own after the reported transaction?

The Form 4 shows 2,337 shares beneficially owned following the transaction.

When was the Form 4 signed by the reporting person?

The Form 4 bears the reporting person’s signature dated 09/09/2025.