UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On March 10, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Kestrel Group Ltd, a Bermuda company (the “Company”) approved restricted share awards (“RSAs”) in the amount of $650,000 to each of Mr. Terry Ledbetter, Mr. Bradford Ledbetter, and Mr. Haveron pursuant to the Kestrel Group Ltd. 2025 Equity Incentive Plan for fiscal year 2026. The Committee also approved RSAs in the amount of $1,300,000 each to Mr. Terry Ledbetter, Mr. Bradford Ledbetter, and Mr. Haveron for fiscal year 2025 because the Executives did not receive equity awards in respect of fiscal year 2025 when such awards were granted to other Company employees. The 2025 RSAs to be granted on March 18, 2026 will vest in substantially equal installments with the first installment vesting on the date of grant and the remaining installments on the first two anniversaries of the date of grant. The 2026 RSAs to be granted on March 18, 2026 will vest in substantially equal installments on the first three anniversaries of the date of grant. The description of the RSAs is qualified in its entirety by reference to the form of Restricted Share Award which is included as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the Securities and Exchange Commission on November 5, 2025, and is incorporated in this Item 5.02 by reference.
Prior to our business combination with Maiden Holdings, Ltd. (“Maiden”), Mr. Haveron received certain performance-based equity awards pursuant to the Maiden equity incentive plan. The Committee reviewed the terms of those Maiden equity awards on March 10, 2026 and concluded that the awards were no longer capable of vesting or being earned, therefore Mr. Haveron’s Maiden equity awards were cancelled for no consideration.
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.
| Date: | March 16, 2026 | Kestrel Group Ltd | |||||||||
| By: | /s/ Bradford Luke Ledbetter | ||||||||||
| Name: | Bradford Luke Ledbetter | ||||||||||
| Title: | Chief Executive Officer | ||||||||||