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

Rhea-AI Filing Summary

Kestrel Group Ltd (KG) director Joseph Brecher was granted 2,337 restricted common shares on 09/05/2025 under the companys 2025 Equity Incentive Plan. The restricted shares carry a $0 purchase price and are scheduled to vest 100% on the first anniversary of the grant date, meaning they become fully owned by the reporting person on 09/05/2026 if vesting conditions are met. Following this grant, Brecher beneficially owns 7,837 common shares in total. The Form 4 was signed by Joseph Brecher on 09/09/2025 and does not report any derivative transactions.

Positive

• 2,337 restricted common shares were granted to Director Joseph Brecher on 09/05/2025 under the 2025 Equity Incentive Plan
• Vesting schedule specified: the award vests 100% on the first anniversary of the grant date

Negative

• Price reported as $0 for the granted restricted shares (non-cash award); no purchase price disclosed
• No performance conditions disclosed in the Form 4 beyond time-based vesting

Insights

Financial Analyst

TL;DR: Officer granted 2,337 restricted shares, increasing beneficial ownership to 7,837; no cash outlay reported and vesting is time-based.

The reported grant is a non-cash equity award of 2,337 restricted common shares under the 2025 Equity Incentive Plan with a stated price of $0 and a single-year cliff vesting schedule (100% on the first anniversary). This filing reflects compensation expense recognition potential for the issuer and a change in outstanding insider holdings, but it does not disclose performance conditions, accelerated vesting provisions, or any derivative positions. For modeling, treat this as a straightforward time-vest equity grant with a one-year vesting horizon unless further plan details are disclosed.

Corporate Governance Expert

TL;DR: Governance disclosure shows a director equity grant with standard restricted-share vesting; filing is routine and informational.

The Form 4 provides clear disclosure of a director-level equity award: grant date 09/05/2025, 2,337 restricted common shares, 100% vesting on the first anniversary, and resulting beneficial ownership of 7,837 shares. The document is properly signed and does not indicate any related-party transactions beyond a director grant. Absent additional plan documentation or board approvals in this filing, the disclosure meets Section 16 reporting requirements but does not provide context on award rationale or long-term retention design.

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^*

Brecher Joseph

(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	7,837	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/ Joseph Brecher	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 Joseph Brecher report on the Form 4 for Kestrel Group (KG)?

The Form 4 reports a grant of 2,337 restricted common shares to Joseph Brecher on 09/05/2025, increasing his beneficial ownership to 7,837 shares.

When do the restricted shares granted to Joseph Brecher vest?

The restricted shares are scheduled to vest 100% on the first anniversary of the grant date (i.e., on or about 09/05/2026).

What was the reported price for the restricted shares in the Form 4?

The Form 4 shows a price of $0 for the restricted common shares granted.

Does the Form 4 for KG report any derivative transactions or option exercises?

No. The filing lists only a non-derivative equity grant and does not report any derivative securities.

When was the Form 4 signed by the reporting person?

The Form 4 is signed by Joseph Brecher on 09/09/2025.