KG Form 4: Director Steven Nigro awarded 2,337 restricted shares

Rhea-AI Filing Summary

Steven H. Nigro, a director of Kestrel Group Ltd (KG), was granted 2,337 restricted common shares on 09/05/2025. The grant price was $0 and the reporting person beneficially owns 16,337 common shares after the transaction. The restricted shares were awarded under the companys 2025 Equity Incentive Plan and are scheduled to vest 100% on the first anniversary of the grant date. The Form 4 was signed by Steven H. Nigro on 09/09/2025, indicating timely disclosure of the change in beneficial ownership.

Positive

• Restricted share grant disclosed: 2,337 common shares were granted under the 2025 Equity Incentive Plan on 09/05/2025
• Clear vesting schedule: The shares vest 100% on the first anniversary of the grant date, providing a one-year retention incentive
• Timely disclosure: Form 4 signed on 09/09/2025, indicating prompt reporting of the insider transaction

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine restricted share grant to a director with a one-year cliff vesting; standard for aligning executive/director incentives.

The filing documents a non-cash grant of 2,337 restricted common shares under the 2025 Equity Incentive Plan. The award vests 100% on the first anniversary, which is a common cliff-vesting structure intended to retain and align board-level participants with shareholder interests. The report was filed within days of the signature date, meeting Section 16 disclosure obligations. No derivative transactions, exercises, or dispositions are reported.

Securities Analyst

TL;DR: Modest insider grant recorded; transaction is informational and not immediately cash-flowing.

The Form 4 shows an acquisition (grant) of 2,337 restricted common shares at $0 on 09/05/2025, increasing the reporting persons beneficial holdings to 16,337 shares. The award is restricted and will vest in full after one year, so there is no immediate transfer of liquid economic value recorded in this filing. The disclosure contains no options, sales, or other changes to derivative holdings.

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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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^*

NIGRO STEVEN HAROLD

(Last) (First) (Middle)

11 BERMUDIANA ROAD, MAILBOXES SUITE 1141

(Street)

PEMBROKE D0 HM08

(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	16,337	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/ Steven H. Nigro	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 Steven H. Nigro report on the Form 4 for Kestrel Group (KG)?

He reported a grant of 2,337 restricted common shares on 09/05/2025 under the 2025 Equity Incentive Plan and now beneficially owns 16,337 shares.

What is the vesting schedule for the restricted shares reported on the Form 4?

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

What was the price of the shares granted to the reporting person?

The shares were granted at $0 according to the Form 4.

When was the transaction and when was the Form 4 signed?

The transaction date was 09/05/2025 and the Form 4 was signed by Steven H. Nigro on 09/09/2025.

Was this Form 4 filing for a director or other insider role?

Yes. The filing indicates Steven H. Nigro is a director of Kestrel Group Ltd.