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Current Report · Items 5.02, 7.01, 9.01 · 8-K

James River Group Holdings, Inc.

JRVRNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Retirement As previously announced in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2026 by James River Group Holdings, Inc. (the “Company”), on April 8, 2026, Dennis J.…

Filed Jun 8, 2026Accepted Jun 8, 2026, 4:05 PM EDTCIK 1620459Accession 0001620459-26-000034
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Company context

Current securities

Recent company filings

  1. DEF 14A filingSep 16, 2026
  2. ARS filingSep 16, 2026
  3. 8-K filingSep 3, 2026
  4. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureAug 21, 2026
  5. 10-Q filingAug 10, 2026

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Retirement As previously announced in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2026 by James River Group Holdings, Inc. (the “Company”), on April 8, 2026, Dennis J. Langwell advised the Company that he did not intend to seek re-election as a director at the Company’s 2026 annual meeting of shareholders. On June 2, 2026, Mr. Langwell advised the Company of his resignation as a director of the Company, with effect from June 16, 2026. Neither Mr. Langwell’s decision not to stand for re-election nor his resignation were the result of a disagreement with the Company with respect to any matter relating to the Company’s operations, policies or practices. Director Appointment On June 8, 2026, the Board of Directors (the “Board”) of the Company appointed Rajiv Basu as a director of the Company, effective immediately. Mr. Basu was also appointed to serve as Chair of the Audit Committee of the Board. Mr. Basu will be entitled to the compensation that the Company pays its other non-employee directors in the form of cash and equity. For more information on the compensation of the Company’s directors, please refer to the disclosure under the heading “Compensation of Directors” in the Company’s Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on April 30, 2026, which disclosure is incorporated herein by reference. There are no arrangements or understandings between Mr. Basu and any other person pursuant to which he was appointed as a director of the Company. Mr. Basu is not a party to any current or proposed transaction with the Company requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. The Company is furnishing a copy of the press release it issued on June 8, 2026 as Exhibit 99.1 to this Form 8-K, which announced the appointment of Mr. Basu as a director of the Board described in Item 5.02 of this Form 8-K. The information provided pursuant to this Item 7.01, including Exhibit 99.1, is “furnished” and shall not be deemed to be “filed” with the SEC 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.