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

Rhea-AI Filing Summary

Erik G. Cohen, a director of Kestrel Group Ltd (KG), reported receiving 2,337 restricted common shares on 09/05/2025 under the 2025 Equity Incentive Plan. The shares were granted with a $0 purchase price and are scheduled to vest 100% on the first anniversary of the grant date. Following the grant, Mr. Cohen beneficially owns 2,337 common shares in a direct ownership form. The Form 4 was signed by Mr. Cohen on 09/09/2025.

Positive

• Transparency: Director disclosed the grant promptly via Form 4 with signature on 09/09/2025.
• Retention alignment: Shares vest 100% after one year, aligning director incentives with shareholder interests over time.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received time‑based restricted shares that vest in one year; standard equity compensation for alignment with shareholders.

The filing documents a routine grant of restricted common shares to a director under the company025 Equity Incentive Plan. The award amount is modest at 2,337 shares and vests 100% on the first anniversary, indicating time‑based retention alignment rather than performance contingencies. The grant price is reported as $0, consistent with a restricted share award rather than a purchase. This disclosure is procedural and provides transparency about insider holdings and potential future dilution at grant vesting.

Securities Analyst

TL;DR: Nonmaterial insider grant disclosed; limited immediate market impact given size and vesting terms.

The transaction increases the reporting director irect beneficial stake by 2,337 shares. With no exercise price and a one‑year cliff vest, the grant represents standard compensation practice. The Form 4 properly reports transaction and post‑transaction holdings. There are no derivative instruments or dispositions reported, and no additional financial terms or performance metrics disclosed 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

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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^*

Cohen Erik

(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/ Erik G. Cohen	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 Erik G. Cohen report in the Form 4 for Kestrel Group (KG)?

Mr. Cohen reported receipt of 2,337 restricted common shares on 09/05/2025 under the 2025 Equity Incentive Plan and signed the Form on 09/09/2025.

What are the vesting terms of the restricted shares reported by KG director Erik Cohen?

The restricted shares vest 100% on the first anniversary of the grant date (i.e., one year after 09/05/2025).

How many shares does Erik Cohen beneficially own after the reported transaction?

Following the reported grant, Mr. Cohen beneficially owns 2,337 common shares in direct ownership form.

Was there a purchase price for the shares received by Erik Cohen?

The transaction is reported at a $0 price, consistent with a restricted share grant rather than a cash purchase or option exercise.

Does the Form 4 show any derivative transactions or dispositions by Erik Cohen?

No. The filing shows only a non‑derivative acquisition of restricted common shares and no dispositions or derivative securities.