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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Kestrel Group Ltd (Name of Issuer) |
Common Shares, par value $0.01 per share (Title of Class of Securities) |
G5260K102 (CUSIP Number) |
Bradford Luke Ledbetter
305 Camp Craft Road, Suite 550
Austin, TX, 78746
(469) 423-2763
305 Camp Craft Road, Suite 550
Austin, TX, 78746
(469) 423-2763
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/18/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | G5260K102 |
| 1 |
Name of reporting person
LEDBETTER BRADFORD LUKE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,038,921.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP Number(s): | G5260K102 |
| 1 |
Name of reporting person
Bradford Luke Ledbetter 2006 Grantor Trust No. 2 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
452,941.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | G5260K102 |
| 1 |
Name of reporting person
Shari Ann Ledbetter Irrevocable 2019 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
452,941.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value $0.01 per share | |
| (b) | Name of Issuer:
Kestrel Group Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
11 BERMUDIANA ROAD, SUITE 1141, PEMBROKE,
BERMUDA
, HM 08. | |
Item 1 Comment:
Pursuant to Rule 13d-2 under the Act, as amended, this Amendment No. 1 to the Schedule 13D (this "Amendment No. 1") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission on June 3, 2025 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D") relating to the common shares, par value $0.01 per share (the "Common Shares"), of Kestrel Group, Ltd (formerly known as Ranger Bermuda Topco Ltd), a Bermuda exempted company limited by shares (the "Issuer"). The address of the Issuer's principal executive offices is 11 Bermudiana Road, Suite 1141, Pembroke HM 08, Bermuda.
The Original Schedule 13D was filed by Kestrel Intermediate Ledbetter Holdings LLC (CIK: 0002069757) and included Bradford Luke Ledbetter, Terry Lee Ledbetter, Reta Laurie Ledbetter, Terry Lee Ledbetter and Reta Laurie Ledbetter 2000 Revocable Trust, Bradford Luke Ledbetter 2006 Grantor Trust No. 2, and Shari Ann Ledbetter Irrevocable 2019 Trust as additional reporting persons. Beginning with this Amendment No. 1, Bradford Luke Ledbetter, Bradford Luke Ledbetter 2006 Grantor Trust No. 2, and Shari Ann Ledbetter Irrevocable 2019 Trust are filing separately on Schedule 13D from Terry Lee Ledbetter, Reta Laurie Ledbetter, and Terry Lee Ledbetter and Reta Laurie Ledbetter 2000 Revocable Trust. Also beginning with this Amendment No. 1, Kestrel Intermediate Ledbetter Holdings LLC will no longer be a reporting person on either Schedule 13D.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D is being jointly filed by Bradford Luke Ledbetter, Bradford Luke Ledbetter 2006 Grantor Trust No. 2, and Shari Ann Ledbetter Irrevocable 2019 Trust (collectively, the "Reporting Persons" and each, a "Reporting Person"). Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person. | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The principal business office for each of the Reporting Persons is 305 Camp Craft Road, Suite 550, Austin, Texas 78746. | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
Bradford Luke Ledbetter is the Chief Executive Officer of Kestrel Group Ltd and serves as trustee of Bradford Luke Ledbetter 2006 Grantor Trust No. 2 and Shari Ann Ledbetter Irrevocable 2019 Trust. | |
| (d) | Item 2(d) of the Schedule 13D is hereby restated in its entirety as follows:
During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) of the Schedule 13D is hereby restated in its entirety as follows:
During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Item 2(f) of the Schedule 13D is hereby amended and restated in its entirety as follows:
Bradford Luke Ledbetter is a citizen of the United States. Each of Bradford Luke Ledbetter 2006 Grantor Trust No. 2 and Shari Ann Ledbetter Irrevocable 2019 Trust is a Texas trust. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On March 9, 2026, KILH effected a pro-rata distribution in-kind of all of its 1,811,764 Common Shares (the "Distribution"). As a result, each of Bradford Luke Ledbetter 2006 Grantor Trust No. 2 and Shari Ann Ledbetter Irrevocable 2019 Trust received 452,941 Common Shares, representing each of its 25% interest in KILH, and Terry Lee Ledbetter and Reta Laurie Ledbetter 2000 Revocable Trust, which now files Schedule 13D separately, received 905,882 Common Shares, representing its 50% interest in KILH. As a result of the Distribution, KILH no longer beneficially owns any Common Shares, and accordingly is no longer subject to the reporting requirements under Section 13(d) of the Act. The Distribution reflected a change in form of beneficial ownership, only, for each of the Reporting Persons, each of whom had previously reported their indirect beneficial ownership in the Common Shares representing their pro-rata ownership interests in KILH.
Bradford Luke Ledbetter beneficially owns Common Shares directly and through his role as trustee of each of Bradford Luke Ledbetter 2006 Grantor Trust No. 2 and Shari Ann Ledbetter Irrevocable 2019 Trust.
On March 18, 2026, Bradford Luke Ledbetter received an aggregate 145,788 restricted Common Shares in two separate awards: (1) 48,596 restricted Common Shares that vest in substantially equal installments on the first three anniversaries of the date of grant and (2) 97,192 restricted Common Shares that 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.
On March 18, 2026, in connection with the vesting of 32,398 restricted Common Shares, 12,749 Common Shares were withheld by the Issuer to satisfy tax withholding obligations due upon settlement of such restricted Common Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
See rows 11 and 13 of each of the cover pages.
The percentages of the Common Shares outstanding are based upon 7,811,252 Common Shares outstanding as of March 20, 2026, based on information received from the Issuer, and, for Bradford Luke Ledbetter, the aggregate 113,390 restricted Common Shares deemed outstanding upon vesting, which Common Shares are added to the total Common Shares outstanding for purposes of calculating Bradford Luke Ledbetter's beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
See rows 7 through 11 of each of the cover pages. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 4 of this Amendment No. 1 is incorporated by reference herein.
Except as reported in this Amendment No. 1, none of the Reporting Persons has effected any transactions in the Common Shares within the past 60 days. | |
| (e) | Item 5(e) of the Schedule 13D is hereby amended and supplemented as follows:
On March 9, 2026, following the Distribution, KILH ceased to be the beneficial owner of more than five percent of the Common Shares outstanding. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 7 of this Amendment No. 1 is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 6 Joint Filing Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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