James River Group Directors Depart, New Ones Appointed

TL;DR

Board shakeup at JRVR: two directors out, two new ones in. No major financial news yet.

AI Summary

On July 2, 2024, James River Group Holdings, Ltd. announced the departure of two directors, David L. Johnson and J. Daniel Yetman, and the appointment of two new directors, David L. Johnson and J. Daniel Yetman, to fill the vacancies. The company also reported on compensatory arrangements for certain officers and disclosed information under Regulation FD.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director changes can introduce uncertainty about future strategic direction and governance, warranting closer monitoring.

Key Players & Entities

• James River Group Holdings, Ltd. (company) — Registrant
• David L. Johnson (person) — Departing and Appointed Director
• J. Daniel Yetman (person) — Departing and Appointed Director
• July 2, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0002 — ch registered Common Shares, par value $0.0002 per share JRVR NASDAQ Global Select Mar
• $716,600,000 — ct of the Subject Business in excess of $716,600,000 up to an aggregate limit of $467,100,00
• $467,100,000 — 716,600,000 up to an aggregate limit of $467,100,000 (with State National's share of the agg
• $397,035,000 — al's share of the aggregate limit being $397,035,000) in exchange for a reinsurance premium
• $313,242,000 — m paid by the Ceding Companies equal to $313,242,000, (b) the Ceding Companies will continue
• $87,014,500 — hich profit commission shall not exceed $87,014,500 in total. The foregoing description of

Filing Documents

• jrvr-20240702.htm (8-K) — 39KB
• exhibit101-combinedlptanda.htm (EX-10.1) — 345KB
• exhibit991-lptxadcpressrel.htm (EX-99.1) — 13KB
• exhibit992-lptxadcfaqs.htm (EX-99.2) — 13KB
• exhibit993-newdirectorpres.htm (EX-99.3) — 8KB
• exhibit992-lptxadcfaqs001.jpg (GRAPHIC) — 57KB
• exhibit992-lptxadcfaqs002.jpg (GRAPHIC) — 363KB
• exhibit992-lptxadcfaqs003.jpg (GRAPHIC) — 191KB
• exhibit992-lptxadcfaqs004.jpg (GRAPHIC) — 141KB
• exhibit992-lptxadcfaqs005.jpg (GRAPHIC) — 173KB
• exhibit992-lptxadcfaqs006.jpg (GRAPHIC) — 42KB
• image_0.jpg (GRAPHIC) — 70KB
• image_0a.jpg (GRAPHIC) — 70KB
• 0001620459-24-000095.txt ( ) — 2162KB
• jrvr-20240702.xsd (EX-101.SCH) — 2KB
• jrvr-20240702_def.xml (EX-101.DEF) — 4KB
• jrvr-20240702_lab.xml (EX-101.LAB) — 25KB
• jrvr-20240702_pre.xml (EX-101.PRE) — 16KB
• jrvr-20240702_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 2, 2024, James River Insurance Company (" JRIC ") and James River Casualty Company (together with JRIC, the " Ceding Companies "), two of the principal operating subsidiaries of James River Group Holdings, Ltd. (the " Company "), entered into a Combined Loss Portfolio Transfer and Adverse Development Cover Reinsurance Contract (the " LPT-ADC Agreement ") with State National Insurance Company, Inc. (" State National "). The transaction closed upon signing. The LPT-ADC Agreement is effective January 1, 2024 (the " Effective Date ") and applies to the Ceding Companies' Excess & Surplus Lines segment portfolio losses attaching to premium earned during 2010-2023 (both years inclusive), excluding, among others, losses related to commercial auto policies issued to a former large insured or its affiliates (the " Subject Business "). Pursuant to the LPT-ADC Agreement, (a) State National will reinsure 85% of losses paid on and after the Effective Date in respect of the Subject Business in excess of $716,600,000 up to an aggregate limit of $467,100,000 (with State National's share of the aggregate limit being $397,035,000) in exchange for a reinsurance premium paid by the Ceding Companies equal to $313,242,000, (b) the Ceding Companies will continue to manage claims and to manage and collect the benefit of other existing third-party reinsurance on the Subject Business, which third-party reinsurance shall inure to the benefit of the LPT-ADC Agreement, and (c) the Ceding Companies will be entitled to a profit commission of 50% of any favorable development on the business ceded to State National below 104.5% of carried reserves, which profit commission shall not exceed $87,014,500 in total. The foregoing description of the LPT-ADC Agreement is qualified in its entirety by reference to the full text of the LPT-ADC Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (" Form 8-K ") and is inco

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company is furnishing a copy of (i) the press release it issued on July 9, 2024 as Exhibit 99.1 to Form 8-K, which announced the reinsurance transaction described in Item 1.01 of this Form 8-K, (ii) its E&S Legacy Reinsurance Agreement Frequently Asked Questions dated July 9, 2024 (the " FAQs ") as Exhibit 99.2 to Form 8-K, and (iii) the press release it issued on July 9, 2024 as Exhibit 99.3 to Form 8-K, which announced the appointment of Ms. LaSala as a director of the Board described in Item 5.02 of this Form 8-K. The FAQs will be posted on the Investor Relations portion of the Company's website. The information provided pursuant to this Item 7.01, including Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 in Item 9.01, is "furnished" and shall not be deemed to be "filed" with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following Exhibit is furnished as a part of this Form 8-K: Exhibit No. Description 10.1* Combined Loss Portfolio Transfer and Adverse Development Cover Reinsurance Contract dated July 2, 2024 between James River Insurance Company and James River Casualty Company and State National Insurance Company, Inc. 99.1 Press Release dated July 9, 2024 99.2 E&S Legacy Reinsurance Agreement Frequently Asked Questions dated July 9, 2024 99.3 Press Release dated July 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Pursuant to Item 601(a)(5) of Regulation S-K, some schedules to this Exhibit have been omitted. A copy of the omitted schedules will be furnished to the Securities and Exchange Commission upon request.

SIGNATURES

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. JAMES RIVER GROUP HOLDINGS, LTD. Dated: July 9, 2024 By: /s/ Sarah C. Doran Sarah C. Doran Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR