James River Group Holdings Ltd. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, 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
| Date of Report (Date of earliest event reported): | |||||
(Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices)
(Zip Code)
(919 ) 900-1200
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.) | ||
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 (see General Instruction A.2 below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 3.03 | Material Modification to Rights of Security Holders. | ||||
Effective November 7, 2025, James River Group Holdings, Ltd. (“James River Bermuda”) changed its jurisdiction of incorporation from Bermuda to the State of Delaware (the “Domestication”) and changed its legal name to James River Group Holdings, Inc. (“we,” “us,” “our” or the “Company”) in connection with the Domestication. James River Bermuda discontinued its existence as a Bermuda exempted company as provided under Sections 132G and 132H of The Companies Act 1981 of Bermuda and, pursuant to Section 388 of the General Corporation Law of the State of Delaware (“DGCL”), continued its existence as a corporation incorporated in the State of Delaware.
In connection with the Domestication, effective November 7, 2025, the outstanding common shares of James River Bermuda, par value $0.0002 per share (the “Common Shares”), including fractions of Common Shares, converted by operation of law into an equivalent number of shares (or fractions thereof) of common stock of the Company, par value $0.0002 per share (the “Common Stock”). The number of shares of Common Stock of the Company outstanding immediately after the Domestication was the same as the number of Common Shares of James River Bermuda outstanding immediately prior to the Domestication.
The Common Stock will continue to be listed for trading on the NASDAQ Global Select Market under the symbol “JRVR.” Upon effectiveness of the Domestication, the Company’s CUSIP number relating to its Common Stock changed to 46990A 102.
In connection with the Domestication, we adopted a new certificate of incorporation and by-laws, and the rights of holders of the Common Stock are now governed by such documents and the DGCL. In connection with the Domestication, we also filed a certificate of designations with respect to our 7% Series A Perpetual Cumulative Convertible Preferred Shares (the “Series A Preferred Shares”), which did not alter the terms of the Series A Preferred Shares. The new certificate of incorporation, the certificate of designations and the new by-laws have been filed with this report as Exhibits 3.1, 3.2 and 3.3, respectively, and are incorporated by reference into this Item 3.03. A summary description of the Company’s capital stock, including key differences between the rights of James River Bermuda’s shareholders under Bermuda law and the James River Bermuda memorandum of association and bye-laws, on the one hand, and the rights of the Company’s stockholders under the DGCL and our new certificate of incorporation and by-laws, on the other hand, is included in the section of the final prospectus, dated August 19, 2025 (the “Final Prospectus”), titled “Description of Capital Stock.” A description of the Domestication and certain potential effects, including the material U.S. federal income tax consequences of the Domestication and ownership of our Common Stock, is included in the sections of the Final Prospectus titled “The Domestication” and “Material U.S. Federal Income Tax Consequences of the Domestication.” The aforementioned sections of the Final Prospectus have been filed with this report as Exhibit 99.1 and are incorporated by reference into this Item 3.03.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
The information included in Item 3.03 above is hereby incorporated by reference into this Item 5.03. The new certificate of incorporation and by-laws were effective as of November 7, 2025.
| Item 8.01 | Other Events. | ||||
The information included in Item 3.03 above is hereby incorporated by reference into this Item 8.01.
In accordance with Rule 12g-3(a) under the Securities Exchange Act of 1934 (the “Exchange Act”), the shares of Common Stock are deemed to be registered under Section 12(b) of the Exchange Act.
Holders of Common Shares of James River Bermuda who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after November 7, 2025, that James River Bermuda has changed its name to James River Group Holdings, Inc. and that James River Group Holdings, Inc. is the successor to James River Bermuda.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 99.1 | “Description of Capital Stock”, “The Domestication” and “Material U.S. Federal Income Tax Consequences of the Domestication” (incorporated by reference to the sections so entitled in James River Group Holdings Ltd’s Final Prospectus dated August 19, 2025 (filed pursuant to Rule 424(b)(3)) to its Registration Statement on Form S-4 dated August 19, 2025 (File No. 333-289276)) | |||||||
| 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: November 7, 2025 | By: /s/ Jeanette Miller | ||||
| Name: Jeanette Miller | |||||
| Title: Chief Legal Officer | |||||