UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~September~~March 2527, ~~2024~~2025 (March 21, 2025)

Argo Group International Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-15259		98-0214719
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

501 7th Avenue

7th Floor

New York, New York 10018

(Address, Including Zip Code,

of Principal Executive Offices)

Registrant’s telephone number, including area code: (210) 321-8400

Not Applicable

(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:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
6.500% Senior Notes due 2042 issued by Argo Group US, Inc. and the Guarantee with respect thereto	ARGD	New York Stock Exchange
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 7.00% Resettable Fixed Rate Preferred Stock, Series A, Par Value $1.00 Per Share	~~ARGOPrA~~ARGO/PA	New York Stock Exchange

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. ¨

~~Explanatory~~Item ~~Note~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~September~~March 2521, ~~2024~~2025, ~~Argo~~Jessica Buss notified Argo Group International Holdings, Inc. (the “Company”) ~~and~~of ~~AGIH~~her ~~Merger~~resignation ~~Sub, Inc.,~~as aChief ~~Delaware~~Executive ~~corporation~~Officer ~~and wholly-owned subsidiary~~ of the Company ~~(“Merger Sub”)~~, ~~entered~~effective immediately ~~into an Agreement and Plan of Merger~~ (the “~~Merger Agreement~~Resignation”)~~, pursuant~~. toMs. ~~which,~~Buss’ ~~among~~decision ~~other~~is ~~things,~~not ~~Merger~~due ~~Sub~~to ~~would~~any ~~merge~~disagreement with ~~and into~~ the Company, ~~with~~or the ~~Company~~Board ~~continuing~~of Directors asof the ~~surviving corporation~~Company (the “~~Merger~~Board”), ~~all~~on ~~upon~~any ~~the~~matter ~~terms~~relating ~~and subject~~ to the ~~conditions set forth in the Merger Agreement. The Merger Agreement was adopted, and the Merger was approved, by the sole holder of the~~ Company’s ~~outstanding common stock~~operations, ~~BNRE~~policies ~~Triangle Acquisition~~or ~~Inc~~practices.~~, by action by written consent on September 25, 2024, and the Merger became effective on September 25, 2024.~~

~~The~~In ~~purpose~~connection ofwith the ~~Merger~~Resignation ~~was~~and toeffective ~~reduce~~immediately, ~~the~~Christopher ~~Company’s~~Donahue, ~~annual franchise taxes in~~ the ~~State of Delaware by reducing the number of authorized shares of the~~ Company’s ~~common~~ ~~stock~~Chief ~~and~~Financial ~~preferred~~Officer, ~~stock.~~was ~~Pursuant~~appointed toas the ~~Merger~~Chief ~~Agreement,~~Executive ~~each share~~ Officer of ~~common stock, par value $1.00 per share, of~~ the Company ~~was converted into and became one hundred millionth (1/100~~,~~000,000)~~ ~~of a validly issued, fully paid,~~ and ~~non-assessable~~David ~~share of common stock~~Chan, ~~par value $0.01 per share, of~~ the Company.’s AsChief ~~previously~~Accounting ~~disclosed~~Officer, onwas ~~November 16,~~appointed ~~2023, the Company completed a merger with a subsidiary of Brookfield Reinsurance Ltd.,~~ as ~~a result of which all of~~ the ~~issued~~Chief ~~and~~Financial ~~outstanding~~Officer ~~shares~~ of ~~common stock of~~ the Company ~~are now owned indirectly by Brookfield Reinsurance Ltd. Each share of 7.00% Resettable Fixed Rate Preferred Stock~~(collectively, ~~Series A, remains issued and outstanding, unaffected by~~ the ~~Merger~~“Appointments”).

~~Item~~In 5connection with Mr.03 ~~Amendments~~Chan’s new role, the Company has entered into an offer letter with Mr. Chan, dated as of March 24, 2025 (the “CFO Offer Letter”), pursuant to ~~Articles~~which Mr. Chan is entitled to receive an annual base salary of ~~Incorporation~~$425,000 orand ~~Bylaws;~~a ~~Change~~target inannual ~~Fiscal~~bonus ~~Year~~opportunity of 60% of his base salary. In addition, the CFO Offer Letter provides that Mr. Chan will receive, subject to approval by the Board, a long-term incentive award with a target grant date value of $2,500,000 under the Company’s executive long-term incentive compensation plan. There is no change to the material terms of the Company’s current employment agreements with Mr. Donahue.

InMr. Donahue, ~~connection with the~~38, ~~consummation~~joined of the ~~Merger,~~Company ~~pursuant~~as toChief ~~the~~Financial ~~Merger~~Officer ~~Agreement,~~in ~~the~~December ~~certificate~~2023. ofPrior ~~incorporation~~to ofjoining the Company, asMr. ~~then~~Donahue inserved ~~effect,~~as ~~was amended~~Vice ~~and~~President ~~restated in its entirety~~ and Senior ~~replaced~~Vice byPresident ~~the~~at ~~amended~~Brookfield ~~and~~Wealth ~~restated~~Solutions ~~certificate~~Ltd. ~~of incorporation of the Company~~ (~~the~~ “~~Amended and Restated Certificate of Incorporation~~Brookfield”) since February 2023. ~~The~~Prior ~~Amended~~to ~~and~~joining ~~Restated~~Brookfield, Mr. Donahue ~~Certificate~~was ofVice ~~Incorporation~~President ~~reduces~~in the ~~number~~Financial ofInstitutions ~~authorized shares~~Group of ~~the~~Lazard, ~~Company’s common stock~~ from ~~2,000,000,000~~April 2018 to 1September 2021,~~000;~~ ~~reduces~~and ~~the~~an Investment ~~par~~Banking ~~value~~Associate ofin the ~~Company’s~~Financial ~~common~~Institutions ~~stock~~Group ~~from $1.00~~of ~~per~~Morgan ~~share~~Stanley, from August 2015 to $0March 2018.01 ~~per~~There ~~share;~~are no ~~and~~arrangements ~~reduces~~or ~~the~~understandings ~~number~~between ofMr. Donahue ~~authorized~~and ~~shares~~any ofother ~~the~~persons ~~Company’s~~pursuant ~~preferred stock from 30,000,000~~ to ~~10,000~~which Mr. Donahue Inwas ~~addition,~~selected ~~the~~as ~~bylaws~~Chief Executive Officer of the Company,. asMr. Donahue ~~then~~does innot ~~effect,~~have ~~were~~any ~~amended~~family ~~and~~relationships ~~restated~~with inany ~~their~~of ~~entirety~~the ~~and~~Company’s ~~replaced~~directors ~~by the~~or ~~amended~~executive ~~and~~officers. ~~restated~~Mr. Donahue ~~bylaws~~does ofnot ~~the~~have ~~Company~~any ~~(the~~direct ~~“Amended~~or ~~and~~indirect ~~Restated~~material ~~Bylaws”).~~interest ~~The~~in ~~Amended~~any ~~and~~transaction ~~Restated~~required ~~Bylaws~~to ~~remove~~be ~~transfer~~disclosed ~~restrictions~~pursuant ~~on shares~~ to Item 404(a) of ~~stock~~Regulation S-K.

~~The~~Mr. ~~foregoing~~Chan, ~~descriptions~~44, joined ofthe Company as Chief Accounting Officer in February 2022. Prior to joining the ~~Amended~~Company, ~~and~~Mr. ~~Restated~~Chan ~~Certificate~~was ofthe ~~Incorporation~~North American Controller and Vice President, Finance at AmTrust Financial Services from May 2017 to February 2022, where he was responsible for the ~~Amended~~overall accounting and ~~Restated~~financial ~~Bylaws~~reporting ~~are~~function ~~qualified~~and also led SOX remediation work. Earlier in ~~their~~his ~~entirety~~career, byMr. ~~reference to~~Chan ~~the~~worked ~~full~~at ~~text~~Moody’s ofin the ~~Amended~~Accounting Specialist Group as Vice President and ~~Restated~~Senior ~~Certificate~~Accounting ofAnalyst, ~~Incorporation~~supporting the global insurance practice from April 2015 to May 2017, served as a Director and ~~Amended~~Accounting Specialist at S&P Ratings Services from July 2013 to April 2015, and ~~Restated~~was ~~Bylaws~~employed at PricewaterhouseCoopers LLC in accounting roles of increasing responsibility from August 2004 to July 2013, ~~which~~where ~~are~~he ~~included~~spent asover ~~Exhibits~~nine years in the assurance sector 3focused primarily on large public insurance companies.1 ~~and~~There 3are no arrangements or understandings between Mr.2 Chan and any other persons pursuant to ~~this~~which ~~Current~~Mr. ~~Report~~Chan onwas ~~Form 8-K~~selected ~~and~~as ~~are~~Chief ~~incorporated~~Financial ~~herein~~Officer byof ~~reference~~the Company. Mr. Chan does not have any family relationships with any of the Company’s directors or executive officers. Mr. Chan does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

~~Item~~The ~~9.01.~~foregoing ~~Financial~~description ~~Statements~~of the CFO Offer Letter does not purport to be complete and ~~Exhibits~~is subject to, and qualified in its entirety by, the full text of the CFO Offer Letter, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

~~(d) Exhibits:~~Item 7.01. Regulation FD Disclosure

No.		Exhibit
3.1		Amended and Restated Certificate of Incorporation of Argo Group International Holdings, Inc.
3.2		Amended and Restated Bylaws of Argo Group International Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

On March 24, 2025, the Company issued a press release announcing certain management changes, including the Resignation and the Appointments, as described above. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

~~SIGNATURE~~This Item 7.01 and Exhibit 99.1 are furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

Dated: September 25, 2024	ARGO GROUP INTERNATIONAL HOLDINGS, INC.
	By:	/s/ Christopher Donahue
		Name:	Christopher Donahue
		Title:	Chief Financial Officer

(d) Exhibits:

No.		Exhibit
10.1		Offer Letter, by and between Argo Group International Holdings, Inc. and David Chan, dated March 24, 2025.
99.1		Press Release issued by Argo Group International Holdings, Inc., dated March 24, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: March 27, 2025	ARGO GROUP INTERNATIONAL HOLDINGS, INC.

	By:	/s/ Michael Tiliakos
		Name:	Michael Tiliakos
		Title:	General Counsel and Secretary

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