[8-K] Kinsale Capital Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Kinsale Capital Group announced a planned leadership transition. President and COO Brian D. Haney notified the company of his intent to retire, effective March 2, 2026.

On October 23, 2025, the Board elected Mr. Haney as a director, increasing the Board from nine to ten members. He will serve until a successor is elected and will stand for re-election at the 2026 annual meeting.

Also on October 23, 2025, the company stated that Chairman and CEO Michael P. Kehoe will assume the additional title of President effective March 2, 2026. The company promoted Stuart P. Winston from Senior Vice President, Chief Underwriting Officer to Executive Vice President, Chief Underwriting Officer.

Insights

Corporate governance analyst

Leadership transition detailed: COO retirement, board to 10, title realignment.

Kinsale Capital outlines a staged transition. Brian D. Haney plans to retire on March 2, 2026, but immediately joins the Board on October 23, 2025, which raises the Board size to ten. This provides continuity while leadership responsibilities are reallocated.

Michael P. Kehoe, already Chairman and CEO, will also become President effective March 2, 2026. This consolidates executive roles without changing the CEO position. Stuart P. Winston’s promotion to Executive Vice President, Chief Underwriting Officer formalizes underwriting leadership.

Key milestone is the effective transition date on March 2, 2026, and Mr. Haney’s standing for re-election at the 2026 annual meeting. Actual organizational impact will align with those dates.

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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): October 17, 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.)

2035 Maywill Street

Suite 100

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 17, 2025, Brian D. Haney, President and Chief Operating Officer of Kinsale Capital Group, Inc. (the “Company”), notified the Company of his intent to retire from the Company, effective March 2, 2026.

On October 23, 2025, the Company announced that the Board of Directors (the “Board”) of the Company elected Mr. Haney to the Board, effective October 23, 2025. The Board increased the size of the Board from nine to ten members in connection with Mr. Haney’s election to the Board.

Mr. Haney will serve until his successor is duly elected and qualified or until his death, resignation or removal, whichever is earliest to occur. Mr. Haney will stand for re-election at the Company’s next annual meeting of stockholders to be held in 2026.

There is no arrangement or understanding between Mr. Haney and any other persons pursuant to which he was selected as a director.

On October 23, 2025, in connection with Mr. Haney’s announced retirement, the Company announced that Michael P. Kehoe, will assume the additional title of President, effective March 2, 2026.

Mr. Kehoe currently serves as Chairman of the Board and Chief Executive Officer of the Company and has served as Chief Executive Officer and President of the Company since 2009. Mr. Kehoe has no family relationships with any other director or officer of the Company and no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On October 23, 2025, in connection with Mr. Haney’s announced retirement, the Company announced that Stuart P. Winston, Senior Vice President, Chief Underwriting Officer, has been promoted to Executive Vice President, Chief Underwriting Officer.

A copy of the press release announcing Mr. Haney’s retirement and election to the Board as well as Mr. Winston’s promotion is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release dated October 23, 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: October 23, 2025			By:			/s/ Bryan P. Petrucelli
						Bryan P. Petrucelli
						Executive Vice President, Chief Financial Officer and Treasurer