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):			March 2, 2026


JAMES RIVER GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


Delaware	001-36777	98-0585280
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1414 Raleigh Road, Suite 405, Chapel Hill, North Carolina, 27517

(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):

☐ Written communications 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 communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐ Pre-commencement communications 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
Common Stock, par value $0.0002 per share	JRVR	NASDAQ Global Select Market

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 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 2, 2026, James River Group Holdings, Inc. (the “Company”) ~~issued~~amended a(i) ~~press~~the ~~release~~target ~~announcing~~short-term ~~its~~incentive ~~financial~~plan ~~results~~award ~~for~~(as amended, the ~~quarter~~“Amended Target STI Plan Award”) and ~~fiscal~~(ii) ~~year~~the ~~ended~~target ~~December~~long-term 31incentive plan award (as amended, ~~2025~~the “Amended Target LTI Plan Award”) applicable to Frank D’Orazio, the Company’s Chief Executive Officer. AThe ~~copy~~Amended ofTarget STI Plan Award increased Mr. D’Orazio’s target award, subject to the ~~press~~terms ~~release~~and isconditions ~~furnished~~set asforth ~~Exhibit~~therein, 99from 100% of his base salary to 150% of his base salary.1 The Amended Target LTI Plan Award increased Mr. D’Orazio’s target award, subject to ~~this~~the ~~Current~~terms ~~Report~~and onconditions ~~Form~~set ~~8-K~~forth ~~(this~~therein, ~~“Form~~from ~~8-K”)~~100% of his base salary to 200% of his base salary.

~~The information in this~~ Item 25.0205 ~~and~~Amendments into ~~Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Registrant’s ~~Exchange~~Code ~~Act~~ of ~~1934~~Ethics, ~~as amended (the “Exchange Act”),~~ or ~~otherwise~~Waiver ~~subject~~of toa ~~the~~Provision ~~liabilities~~ of ~~that Section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under~~ the ~~Securities~~Code ~~Act~~ of ~~1933, as amended or the Exchange Act unless specifically stated by the Company~~Ethics.

~~Item~~On 8March 2, 2026, the Company approved certain amendments to its Code of Conduct (as amended, the “Code”).01 ~~Other~~The ~~Events~~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.

OnThe ~~March~~above 2,description ~~2026,~~of the ~~Company~~Code ~~announced~~does ~~that~~not purport to be complete and is qualified in its ~~Board~~entirety by reference to the full text of ~~Directors~~the ~~declared~~Code, a ~~cash~~copy ~~dividend~~ of $0which is filed as Exhibit 14.011 ~~per~~to ~~share~~this ofCurrent ~~common~~Report ~~stock~~on ofForm 8-K and is available on the Company’s towebsite beat ~~paid~~https://jrvrgroup.com/our-group/governance/corporate-governance. Information on ~~March~~the 31Company’s website shall not be deemed incorporated by reference into, ~~2026~~or to ~~shareholders~~be a part of, ~~record~~this onCurrent ~~March~~Report ~~13,~~on ~~2026~~Form 8-K.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

The following ~~Exhibit~~Exhibits isare ~~furnished~~filed as a part of this Form 8-K:

Exhibit No.						Description
99.1						Press Release of the Company dated March 2, 2026
14.1						Code of Conduct
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 2, 2026			By: /s/ Sarah C. Doran
Dated: March 6, 2026			By: /s/ Jeanette Miller
			Sarah C. Doran
			Jeanette Miller
			Chief Financial Officer
			Chief Legal Officer

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