James River Group Holdings Inc. filed SEC Form 8-K: Leadership Update, Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits
$JRVR
Property-Casualty Insurers
Finance
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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On March 2, 2026, James River Group Holdings, Inc. (the “Company”) amended (i) the target short-term incentive plan award (as amended, the “Amended Target STI Plan Award”) and (ii) the target long-term incentive plan award (as amended, the “Amended Target LTI Plan Award”) applicable to Frank D’Orazio, the Company’s Chief Executive Officer. The Amended Target STI Plan Award increased Mr. D’Orazio’s target award, subject to the terms and conditions set forth therein, from 100% of his base salary to 150% of his base salary. The Amended Target LTI Plan Award increased Mr. D’Orazio’s target award, subject to the terms and conditions set forth therein, from 100% of his base salary to 200% of his base salary.
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. | ||||
On March 2, 2026, the Company approved certain amendments to its Code of Conduct (as amended, the “Code”). The Code was approved and adopted by the Board of Directors of the Company as part of its ordinary course periodic review of the Company’s codes and policies and applies to all officers, directors and employees of the Company. The amendments to the Code update and enhance provisions relating to obligations regarding confidential information and clarify that directors, officers and employees are also subject to and required to comply with the Company’s Employee Handbook. The amendments to the Code did not relate to or result in any waiver, explicit or implicit, of any provision of the Code as in effect prior to the amendment.
The above description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, a copy of which is filed as Exhibit 14.1 to this Current Report on Form 8-K and is available on the Company’s website at https://jrvrgroup.com/our-group/governance/corporate-governance. Information on the Company’s website shall not be deemed incorporated by reference into, or to be a part of, this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
The following Exhibits are filed as a part of this Form 8-K:
Exhibit No. | Description | |||||||
| 14.1 | ||||||||
104 | Cover Page Interactive Data File (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.
| JAMES RIVER GROUP HOLDINGS, INC. | |||||
| Dated: March 6, 2026 | By: /s/ Jeanette Miller | ||||
| Jeanette Miller | |||||
| Chief Legal Officer | |||||