Kinsale Capital adds $250M buyback and loosens payout covenants

Kinsale Capital Group, Inc. entered into amendments to its note purchase and bank credit agreements to change how restrictions on dividends, share repurchases and other "Restricted Payments" work.

Rhea-AI Filing Summary

Kinsale Capital Group, Inc. entered into amendments to its note purchase and bank credit agreements to change how restrictions on dividends, share repurchases and other "Restricted Payments" work. Under both amended agreements, Kinsale may make Restricted Payments as long as, at the time it declares them, no event of default has occurred or would arise after giving effect to the payment on a pro forma basis.

The company also announced that its board of directors approved a share repurchase program authorizing buybacks of up to $250 million of its outstanding common stock. Repurchases may occur over time through open market purchases, privately negotiated transactions, block trades or accelerated share repurchase agreements, including transactions structured under Rule 10b-18 and Rule 10b5-1. The program is discretionary, does not obligate Kinsale to repurchase any specific amount of shares, and can be modified, suspended or terminated at any time.

Positive

• Board authorizes up to $250 million share repurchase program, signaling capacity and willingness to return capital to shareholders via buybacks executed through various transaction types.

Negative

• None.

Insights

Equity and capital allocation analyst

Kinsale adds flexibility for dividends and buybacks and launches a $250M repurchase plan.

Kinsale Capital Group amended its note purchase and bank credit agreements so that limits on "Restricted Payments" now hinge on default status rather than a fixed dollar or asset-based cap. The company may make these payments as long as, when they are declared, no event of default exists or would occur after giving pro forma effect to the payment. This aligns its financing covenants with a more principles-based test focused on ongoing credit health.

The board also authorized a share repurchase program of up to $250 million of common stock. Repurchases can be executed via open market trades, block purchases, privately negotiated deals or accelerated share repurchase structures under Rule 10b-18 and Rule 10b5-1, giving multiple execution paths. The program is explicitly discretionary and may be changed or terminated at any time, so actual buyback volume will depend on future board and management decisions and prevailing conditions.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kinsale Capital Group (KNSL) announce regarding its share repurchase plans?

Kinsale Capital Group announced that its board of directors authorized a share repurchase program for up to $250 million of the companys outstanding common stock, to be carried out at the companys discretion.

How can KNSL shares be repurchased under the new $250 million program?

Shares may be repurchased in open market purchases, privately negotiated transactions, block purchases, accelerated share repurchase agreements, or a combination of these methods, including transactions under Rule 10b-18 and Rule 10b5-1.

Is Kinsale (KNSL) required to buy back a specific number of shares?

No. The stock repurchase program does not require Kinsale Capital Group to repurchase any specific number of shares and may be modified, suspended or terminated at any time.

What changes did Kinsale make to its Note Purchase and Private Shelf Agreement?

The Third Amendment to the Note Purchase and Private Shelf Agreement permits Restricted Payments as long as, at the time of declaration, no event of default under the Note Purchase Agreement has occurred or would arise on a pro forma basis after the payment.

How was Kinsales bank Credit Agreement amended?

Amendment No. 3 to the Amended and Restated Credit Agreement allows Restricted Payments so long as, at the time of declaration, no event of default under the Credit Agreement has occurred or would arise after giving pro forma effect to the payment.

Which lenders are party to Kinsales amended Credit Agreement?

The amended Credit Agreement includes JPMorgan Chase Bank, N.A. as administrative agent and lender, and Truist Bank and CIBC Bank USA as lenders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/11/2025 - 04:11 PM Learn about SEC filing dates

0001669162false00016691622025-12-112025-12-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 11, 2025

KINSALE CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-37848			98-0664337
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

2025 Staples Mill Road

Richmond, Virginia 23230

(Address of principal executive offices, including zip code)

(804) 289-1300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			KNSL			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 11, 2025, Kinsale Capital Group, Inc. (the “Company”) entered into:

• the Third Amendment to the Note Purchase and Private Shelf Agreement (the “NPA Amendment”) with PGIM, Inc. and the other noteholders party thereto; and

• Amendment No. 3 to the Amended and Restated Credit Agreement (the “Credit Agreement Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent and as a lender, Truist Bank, as a lender, and CIBC Bank USA, as a lender.

Third Amendment to the Note Purchase and Private Shelf Agreement

The NPA Amendment amends the Note Purchase and Private Shelf Agreement, dated as of July 22, 2022 (as previously amended, the “Original Agreement” and, together with the NPA Amendment, the “Note Purchase Agreement”).

The Original Agreement provided that the Company may not make Restricted Payments (as defined therein) in an aggregate amount in excess of the greater of $300,000,000, and 6.5% of the Total Assets of the Company and its consolidated subsidiaries as of the end of the most recently completed fiscal quarter. The NPA Amendment amends section 6H of the Original Agreement to permit Restricted Payments so long as at the time of the declaration of such Restricted Payment, no event of default under the Note Purchase Agreement has occurred and is continuing or would arise after giving effect, on a pro forma basis, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration.

Amendment No. 3 to the Amended and Restated Credit Agreement

The Credit Agreement Amendment amends Section 6.08(f) of the Amended and Restated Credit Agreement, dated as of July 22, 2022 (as amended, the “Credit Agreement”) to permit Restricted Payments (as defined therein) so long as at the time of the declaration of such Restricted Payment, no event of default under the Credit Agreement has occurred and is continuing or would arise after giving effect, on a pro forma basis, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration.

The foregoing descriptions of the NPA Amendment and the Credit Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full and complete terms contained in the NPA Amendment and the Credit Agreement Amendment, a copy of each of which is attached as an exhibit hereto.

Item 8.01 Other Events.

On December 11, 2025, the Company issued a press release announcing that its Board of Directors authorized a share repurchase program authorizing the repurchase of up to $250 million of the Company's outstanding common stock. The shares may be repurchased from time to time in open market purchases, privately-negotiated transactions, block purchases, accelerated share repurchase agreements or a combination of methods and pursuant to safe harbors provided by Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934. The timing, manner, price and amount of any repurchases under the share repurchase program will be determined by the Company in its discretion. The stock repurchase program does not require the Company to repurchase any specific number of shares, and may be modified, suspended or terminated at any time. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Third Amendment to the Note Purchase and Private Shelf Agreement, dated as of December 11, 2025, among Kinsale Capital Group, Inc., PGIM, Inc. and the other noteholders party thereto
10.2						Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of December 11, 2025, among Kinsale Capital Group, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as lender, Truist Bank, as lender, and CIBC Bank USA, as lender
99.1						Press Release dated December 11, 2025
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Kinsale Capital Group, Inc.
Dated: December 11, 2025			By:			/s/ Bryan P. Petrucelli
						Bryan P. Petrucelli
						Executive Vice President, Chief Financial Officer and Treasurer