Kestrel Group (KG) CFO receives restricted shares, settles taxes with stock

Rhea-AI Filing Summary

Kestrel Group Ltd President and CFO Patrick J. Haveron reported equity compensation activity and related tax withholding in common shares. On March 18, 2026, he received two restricted share awards totaling 145,788 common shares at no cash cost, subject to multi‑year vesting and forfeiture conditions.

On March 14 and 18, 2026, the issuer withheld a total of 19,473 common shares valued at $10.48 and $9.96 per share to satisfy tax obligations tied to vesting events from restricted share awards. The footnotes state these are not open‑market sales. After these transactions, Haveron directly owns 270,214 common shares.

Insights

Equity compensation and governance analyst

Routine equity grants and tax withholding, no open‑market trades disclosed.

The President and CFO of Kestrel Group Ltd received restricted share awards totaling 145,788 common shares, with vesting spread over future anniversaries. These are standard stock-based compensation awards, granted at a price of $0.00 per share.

To cover tax liabilities from vesting events, the issuer withheld 19,473 shares at prices of $10.48 and $9.96 per share. Footnotes emphasize these F-code transactions are not open-market sales, but in-kind tax payments.

Following all transactions, the executive holds 270,214 common shares directly, indicating a sizable continuing equity stake. The mix of A and F codes, with no P or S codes, suggests routine compensation and withholding activity rather than discretionary market buying or selling.

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

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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^*

Haveron Patrick J

(Last) (First) (Middle)

11 BERMUDIANA ROAD, MAILBOXES SUITE 1141

(Street)

PEMBROKE HM08

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Kestrel Group Ltd [ KG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026

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	03/14/2026		F		6,724(1)	D	$10.48	137,175	D
Common Shares	03/18/2026		A		97,192(2)	A	$0	234,367	D
Common Shares	03/18/2026		F		12,749(3)	D	$9.96	221,618	D
Common Shares	03/18/2026		A		48,596(4)	A	$0	270,214	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. Represents shares withheld by the Issuer to satisfy tax withholding obligations that arose in connection with a vesting and settlement event from a legacy Maiden Holdings Ltd. restricted share award that was previously reported on Mr. Haveron's Form 4 filed on May 27, 2026. Not an open market sale of securities.

2. Represents shares issued pursuant to a Restricted Share Award ('RSA') that contains vesting and forfeiture restrictions. The shares vest in substantially equal installments with the first installment vested on the date of grant and the remaining installments vesting on the first two anniversaries of the date of grant.

3. Represents shares withheld by the Issuer to satisfy tax withholding obligations that arose in connection with a vesting and settlement event from an RSA. Not an open market sale of securities.

4. Represents shares issued pursuant to an RSA that contains vesting and forfeiture restrictions. The shares will vest in substantially equal installments on the first three anniversaries of the date of grant.

Remarks:

	/s/ Patrick J. Haveron	03/20/2026
	** 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)

FAQ

What insider transactions did Kestrel Group (KG) report for its President and CFO?

Kestrel Group’s President and CFO, Patrick J. Haveron, reported two stock awards totaling 145,788 common shares and two F-code transactions where 19,473 shares were withheld to cover tax obligations arising from restricted share vesting events.

Were there any open-market stock purchases or sales by Kestrel Group (KG) insiders in this Form 4?

No open-market trades are disclosed. All transactions involve A-code restricted share awards and F-code share withholding for tax obligations. Footnotes explicitly state the F-code entries are not open-market sales, but shares delivered to satisfy tax liabilities on vesting.

How many Kestrel Group (KG) shares does the President and CFO own after these transactions?

After the reported grants and tax withholdings, President and CFO Patrick J. Haveron directly owns 270,214 Kestrel Group common shares. This figure reflects his updated equity position following the March 14 and March 18, 2026, compensation-related transactions.

What are the terms of the restricted share awards reported by Kestrel Group (KG)?

The reported restricted share awards consist of common shares granted at no cash cost, subject to vesting and forfeiture provisions. Footnotes state the shares vest in substantially equal installments over two or three years from the grant date, beginning with an initial vested portion.

What do the F-code transactions mean in Kestrel Group (KG)’s Form 4?

The F-code transactions represent shares withheld by Kestrel Group to pay tax obligations from vesting restricted share awards. Footnotes clarify these dispositions are payments of tax liabilities in stock form, not discretionary open-market sales of Kestrel Group common shares.

How much stock-based compensation did Kestrel Group (KG) grant to its President and CFO?

Kestrel Group granted its President and CFO two restricted share awards totaling 145,788 common shares on March 18, 2026. These awards are subject to multi-year vesting schedules and forfeiture conditions, aligning a portion of his compensation with future company performance.