Kestrel Group director granted 5,718 restricted shares

Hotchkiss Michael reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Hotchkiss Michael reported acquisition or exercise transactions in this Form 4 filing.

Kestrel Group Ltd director Michael Hotchkiss reported receiving a grant of 5,718 restricted common shares on June 10, 2026 under the company’s 2025 Equity Incentive Plan. The grant price is shown as $0.00 because this is a compensation award, not an open-market purchase.

The filing states these restricted shares will vest 100% on the first anniversary of the grant date, aligning Hotchkiss’s incentives with long-term performance. After this award, he directly holds 8,055 common shares of Kestrel Group.

Insider Trade Summary

Grant/Award: 5,718 shares

Grant/Award 1 txn

Insider Hotchkiss Michael

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	5,718	$0.00	$0.00

Holdings After Transaction: Common Shares — 8,055 shares (Direct)

Footnotes (1)

1. F1. These restricted shares were granted on June 10, 2026 under the 2025 Equity Incentive Plan and will vest 100% on the first anniversary of the grant date.

Key Figures

Restricted shares granted: 5,718 shares Grant price: $0.00 per share Shares after transaction: 8,055 shares +1 more

4 metrics

Restricted shares granted 5,718 shares Director equity award on June 10, 2026

Grant price $0.00 per share Restricted share compensation, not open-market purchase

Shares after transaction 8,055 shares Total common shares directly held after award

Vesting schedule 100% after one year Restricted shares vest on first anniversary of June 10, 2026 grant

Key Terms

restricted shares, 2025 Equity Incentive Plan, vest 100% on the first anniversary, Grant, award, or other acquisition

4 terms

restricted shares financial

"These restricted shares were granted on June 10, 2026 under the 2025 Equity Incentive Plan"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

2025 Equity Incentive Plan financial

"granted on June 10, 2026 under the 2025 Equity Incentive Plan"

vest 100% on the first anniversary financial

"will vest 100% on the first anniversary of the grant date"

Grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Kestrel Group (KG) report for Michael Hotchkiss?

Michael Hotchkiss reported receiving a grant of 5,718 restricted common shares of Kestrel Group. The award is part of his director compensation and was issued under the 2025 Equity Incentive Plan, rather than being bought in the open market.

How many Kestrel Group (KG) shares did Michael Hotchkiss receive and when do they vest?

He received 5,718 restricted common shares on June 10, 2026. According to the filing, these shares will vest 100% on the first anniversary of the grant date, meaning the entire award vests after one year of service.

Was Michael Hotchkiss’s Kestrel Group (KG) transaction an open-market purchase?

No, the filing shows the 5,718 Kestrel Group shares were granted at $0.00 per share as a restricted stock award. This reflects equity compensation under the 2025 Equity Incentive Plan, not a discretionary open-market stock purchase by the director.

How many Kestrel Group (KG) shares does Michael Hotchkiss own after this grant?

Following the grant, Michael Hotchkiss directly holds 8,055 Kestrel Group common shares. This total includes the newly awarded 5,718 restricted shares, which will fully vest one year after the June 10, 2026 grant date, assuming vesting conditions are satisfied.

What does this Kestrel Group (KG) Form 4 filing indicate about director compensation?

The Form 4 shows Kestrel Group compensates director Michael Hotchkiss in part with equity, granting 5,718 restricted shares under its 2025 Equity Incentive Plan. The one-year cliff vesting schedule links his compensation to continued service and the company’s future performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:14 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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 HM 08

(City) (State) (Zip)

BERMUDA

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/10/2026		A		5,718(1)	A	$0	8,055	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 June 10, 2026 under the 2025 Equity Incentive Plan and will vest 100% on the first anniversary of the grant date.

Remarks:

	/s/ Michael J. Hotchkiss	06/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)