Kestrel Group (KG) chair receives restricted shares; some returned for tax

Rhea-AI Filing Summary

Kestrel Group Ltd Executive Chairman Terry Lee Ledbetter reported compensation-related share activity involving restricted share awards and tax withholding. On 2026-03-18, he received 97,192 Common Shares under a restricted share award that vests in three installments, with the first installment on the grant date and the remaining installments on the first two anniversaries.

He was also granted an additional 48,596 Common Shares under a separate restricted share award that vests in substantially equal installments on the first three anniversaries of the grant date. On the same date, 12,749 Common Shares were returned to the issuer at $9.96 per share to satisfy tax withholding obligations arising from a vesting and settlement event; this was explicitly not an open market sale.

Following these transactions, Ledbetter held 133,039 Common Shares directly and an additional 905,882 Common Shares indirectly through the Terry Lee Ledbetter and Reta Laurie Ledbetter 2000 Revocable Trust, where he serves as co-trustee.

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^*

Ledbetter Terry Lee

(Last) (First) (Middle)

11 BERMUDIANA ROAD, MAILBOXES SUITE 1141

(Street)

PEMBROKE HM 08

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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	03/18/2026		A		97,192(1)	A	$0	97,192	D
Common Shares	03/18/2026		A		48,596(2)	A	$0	145,788	D
Common Shares	03/18/2026		D		12,749(3)	D	$9.96	133,039	D
Common Shares								905,882	I	See footnote(4)

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 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.

2. 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.

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

4. Represents securities held by Terry Lee Ledbetter and Reta Laurie Ledbetter 2000 Revocable Trust, of which the reporting person is a co-trustee.

Remarks:

	/s/ Terry Lee Ledbetter	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 Terry Lee Ledbetter?

Kestrel Group reported that Executive Chairman Terry Lee Ledbetter received two restricted share awards totaling 145,788 Common Shares and had 12,749 shares returned to the issuer for tax withholding. These movements are compensation-related and not open market buying or selling activity.

Were any of Terry Lee Ledbetter’s Kestrel Group (KG) transactions open market sales?

No. The Form 4 states that 12,749 Common Shares were withheld by the issuer to cover tax obligations from a restricted share award vesting. The footnote clarifies this was not an open market sale of Kestrel Group securities but a tax-related disposition to the issuer.

How many Kestrel Group (KG) shares were granted to Terry Lee Ledbetter?

Terry Lee Ledbetter received 97,192 Common Shares under one restricted share award and 48,596 Common Shares under another, both at no cash cost. These awards vest over periods of up to three years, subject to vesting and forfeiture restrictions described in the filing footnotes.

What is Terry Lee Ledbetter’s Kestrel Group (KG) share ownership after these transactions?

After the reported transactions, Terry Lee Ledbetter directly held 133,039 Common Shares. He also indirectly held 905,882 Common Shares through the Terry Lee Ledbetter and Reta Laurie Ledbetter 2000 Revocable Trust, where he serves as co-trustee, consolidating a substantial overall equity position.

How do the Kestrel Group (KG) restricted share awards to Ledbetter vest?

One award of 97,192 shares vests in three substantially equal installments, beginning on the grant date and then on the first two anniversaries. The second award of 48,596 shares vests in substantially equal installments on each of the first three anniversaries of the grant date.

What is the role of the Ledbetter revocable trust in Kestrel Group (KG) holdings?

The filing explains that 905,882 Kestrel Group Common Shares are held by the Terry Lee Ledbetter and Reta Laurie Ledbetter 2000 Revocable Trust. Terry Lee Ledbetter is a co-trustee of this trust, and these shares are reported as indirect ownership on his Form 4.